ADVANCE




  
    

  
    
     

    
     

    
     


  
  
  GIBRALTAR STEEL CORPORATION 

  OF
  NEW YORK

  
    

  
  
  $75,000,000

  
    

  
  5.75%
  Senior Secured Notes due June 17, 2011

  
   

  
    

  
  
  __________________________________________ 

  
  
  NOTE PURCHASE AGREEMENT

  __________________________________________

  
   

  
   

  
  Dated as
  of June 18, 2004

  
   

  
   

  
   

  
   

  
   

  
  
   


 


  
  
  TABLE OF CONTENTS

  
   Section                                                                                                                                     
  Page

  1.     Authorization of
  Notes...........................................................................................................
  1

  
  2.     Sale and Purchase of
  Notes.................................................................................................... 1

  
  3.    
  Closing...................................................................................................................................4

  
  4.     Conditions to
  Closing............................................................................................................. 4

       
  4.1.      Related
  Documents....................................................................................................4

       
  4.2.      Representations and
  Warranties.................................................................................
  
   4

       
  4.3.      Performance; No
  Default........................................................................................... 
  4

       
  4.4.     
  Certificates................................................................................................................. 
  5

       
  4.5.      Opinions of
  Counsel.................................................................................................. 
  5

       
  4.6.      Purchase Permitted By Applicable Law,
  Etc............................................................. 
  5

       
  4.7.      Credit
  Agreement.......................................................................................................
  5

       
  4.8.      Payment of Special Counsel
  Fees.............................................................................. 6

       
  4.9.      Private Placement
  Number.........................................................................................
  6

        4.10.    Changes in
  Corporate
  Structure................................................................................. 
  6

       
  4.11.    Evidence of Perfection and Priority
  of Security Interests........................................... 
  6

       
  4.12.    Proceedings and
  Documents......................................................................................
  
   7

  
  5.     Representations and
  Warranties............................................................................................. 
  7

       
  5.1.      Organization; Power and
  Authority...........................................................................  7

       
  5.2.      Authorization,
  Etc...................................................................................................... 
  7

       
  5.3.     
  Disclosure.................................................................................................................. 
  7

        5.4.     
  Organization and Ownership of Shares of Subsidiaries;
  Affiliates.............................  8

       
  5.5.      Financial
  Statements................................................................................................... 
  8

       
  5.6.      Compliance with Laws, Other
  Instruments, Etc......................................................... 
  8

        5.7.     
  Governmental Authorizations,
  Etc............................................................................. 
  9

        5.8.     
  Litigation; Observance of Agreements, Statutes and
  Orders......................................  
  9

        5.9.     
  Taxes.........................................................................................................................  
  9

       
  5.10.    Title to Property;
  Leases............................................................................................
  10

       
  5.11.    Licenses, Permits,
  Etc................................................................................................
  10

       
  5.12.    Compliance with ERISA.......................................................................................10

       
  5.13.    Private Offering by the
  Company..............................................................................
  11

       
  5.14.    Use of Proceeds; Margin
  Regulations........................................................................
  11

       
  5.15.    Existing Indebtedness; Future
  Liens........................................................................11

       
  5.16.    Foreign Assets Control Regulations,
  Etc................................................................... 
  12

       
  5.17.    Status under Certain
  Statutes..................................................................................... 
  12

       
  5.18.    Environmental
  Matters.............................................................................................12

       
  5.19.    Fiscal
  Year.................................................................................................................13

        5.20.   
  Default.......................................................................................................................
  13

        5.21.   
  Securities.................................................................................................................... 13

       
  5.22.    Inventory
  Locations....................................................................................................
  13

       
  5.23.    USA Patriot
  Act.........................................................................................................
  13

       
  5.24.   
  Solvency.....................................................................................................................
  
  13

        5.25.    Company and
  Subsidiary
  Guarantors.........................................................................
  14

  
  6.     Representations of each
  Purchaser......................................................................................... 
  
  14

       
  6.1.      Purchase for
  Investment............................................................................................. 
  14

        6.2.     
  Source of
  Funds......................................................................................................... 
  14

  
  7.     Information as to Parent and
  Company.................................................................................. 
  16

        7.1.     
  Financial and Business
  Information...........................................................................
  
   16

       
  7.2.      Officer's
  Certificate.................................................................................................... 
  18

       
  7.3.     
  Inspection...................................................................................................................
  19

  
  8.     Prepayment of the
  Notes........................................................................................................
  19

        8.1.     
  Optional Prepayments with Make-Whole
  Amount.................................................... 19

       
  8.2.      Allocation of Partial
  Prepayments............................................................................20

       
  8.3.      Maturity; Surrender,
  Etc.............................................................................................
  20

       
  8.4.      Purchase of
  Notes......................................................................................................
  20

       
  8.5.      Offer to Prepay Notes in the Event
  of a Change in Control....................................... 
  20

       
  8.6.      Make-Whole
  Amount................................................................................................
  21

  
  9.     Affirmative
  Covenants...........................................................................................................
  22

       
  9.1.      Compliance with
  Law............................................................................................... 
  23

       
  9.2.     
  Insurance....................................................................................................................
  23

       
  9.3.      Maintenance of
  Properties..........................................................................................
  23

       
  9.4.      Payment of Taxes and
  Claims....................................................................................
  23

       
  9.5.      Corporate Existence,
  Etc........................................................................................... 
  24

       
  9.6.      Fair Labor Standards
  Act........................................................................................... 
  24

       
  9.7.      USA Patriot
  Act......................................................................................................... 
  24

       
  9.8.      Covenant to Secure Note
  Equally.............................................................................. 
  24

       
  9.9.      Guaranteed
  Obligations.............................................................................................  
  24

       
  9.10.    No
  Integration............................................................................................................ 
  24

       
  9.11.    Further
  Assurances....................................................................................................  
  25

  
  10.   Negative
  Covenants............................................................................................................... 
  25

        10.1.    Transactions
  with
  Affiliates....................................................................................... 
  25

       
  10.2.    Borrowed
  Money....................................................................................................... 
  25

       
  10.3.   
  Guarantees.................................................................................................................. 
  25

       
  10.4.   
  Liens........................................................................................................................... 
  26

       
  10.5.    Accumulated Funding
  Deficiency.............................................................................. 
  26

       
  10.6.    Compliance with
  Law................................................................................................ 
  26

       
  10.7.    Expansions, Mergers, Acquisitions and
  Joint Ventures..............................................  26

       
  10.8.    Loans and
  Advances.................................................................................................. 
  27

       
  10.9.   
  Subsidiaries................................................................................................................ 
  27

       
  10.10. 
  Dividends................................................................................................................... 
  27

       
  10.11. 
  Stock........................................................................................................................... 
  27

       
  10.12.  Sale of
  Assets.............................................................................................................. 
  27

       
  10.13.  Interest Coverage
  Ratio............................................................................................... 
  28

       
  10.14.  Net
  Worth.................................................................................................................28

       
  10.15.  Senior Funded Debt/EBITDA.................................................................................... 
  28
  

       
  10.16.  Adjusted Debt/EBITDA............................................................................................. 
  28

       
  10.17.  Optional Payments of Subordinated
  Debt................................................................... 
  28

       
  10.18.  Environmental
  Compliance........................................................................................  
  28

  
  11.   Events of
  Default.................................................................................................................... 
  29

  
  12.   Remedies on Default,
  Etc....................................................................................................... 
  31

       
  12.1.   
  Acceleration................................................................................................................ 
  31

       
  12.2.    Other
  Remedies.......................................................................................................... 
  32

       
  12.3.   
  Rescission................................................................................................................... 
  32

       
  12.4.    No Waivers or Election of Remedies,
  Expenses, Etc..................................................  
  32

  
  13.   Registration; Exchange;
  Substitution of
  Notes....................................................................... 
  33

       
  13.1.    Registration of
  Notes.................................................................................................. 
  33

       
  13.2.    Transfer and Exchange of
  Notes................................................................................ 
  33

       
  13.3.    Replacement of
  Notes................................................................................................  
  33

  
  14.   Payments on
  Notes................................................................................................................. 
  34

       
  14.1.    Place of
  Payment........................................................................................................ 
  34

       
  14.2.    Home Office
  Payment................................................................................................ 
  34

  
  15.   Expenses,
  Etc......................................................................................................................... 
  34

        15.1.    Transaction
  Expenses................................................................................................. 
  34

        15.2.   
  Survival...................................................................................................................... 
  35

  
  16.   Survival of Representations and Warranties; Entire
  Agreement............................................. 
  35

  
  17.   Amendment and
  Waiver......................................................................................................... 
  35

       
  17.1.   
  Requirements.............................................................................................................. 
  35

       
  17.2.    Solicitation of
  Holders................................................................................................ 
  36

        17.3.    Binding
  Effect,
  Etc..................................................................................................... 
  36

       
  17.4.    Notes held by Company,
  Etc...................................................................................... 
  36

  
  18.  
  Notices................................................................................................................................... 
  36

  
  19.   Reproduction of
  Documents.................................................................................................. 
  37

  
  20.   Confidential
  Information........................................................................................................ 
  37

  
  21.   Substitution of
  Purchaser........................................................................................................ 
  38

  
  22.  
  Miscellaneous......................................................................................................................... 
  39

       
  22.1.    Successors and
  Assigns..............................................................................................
  39

       
  22.2.    Payments Due on Non-Business
  Days.......................................................................
  39

       
  22.3.   
  Severability................................................................................................................ 
  39

       
  22.4.   
  Construction............................................................................................................... 
  39

       
  22.5.   
  Counterparts............................................................................................................... 
  39

       
  22.6.    Governing Law/Submission to
  Jurisdiction/Waiver of Jury....................................... 
  39

       
  22.7.    Capitalized
  Terms/Interpretation................................................................................ 
  40

   

  
   

  
   

  
  SCHEDULE
  A             --         INFORMATION RELATING TO PURCHASERS

  
   SCHEDULE
  B             --         DEFINED TERMS

  
   SCHEDULE
  5.3          --         Disclosure Materials

  
   SCHEDULE
  5.4          --         Subsidiaries of the Company and
  Ownership of Subsidiary Stock

  
   SCHEDULE
  5.5          --         Financial Statements

  
   SCHEDULE
  5.15        --         Existing Indebtedness

  
   SCHEDULE
  5.22        --         Inventory

  
   SCHEDULE
  10.2        --         Borrowed Money

  
   SCHEDULE
  10.4        --         Permitted Liens

  
    

  
   

  
  EXHIBIT
  1                  --         Form of 5.75% Senior Note due 
  June 17, 2011

  
   EXHIBIT
  2                  --         Form of Notice of Issuance

  
   EXHIBIT
  4.5(a)           --         Form of Opinion of Special Counsel for the Company

  
   EXHIBIT B-1              --         Form of
  Guaranty Agreement

   EXHIBIT B-2              --         Form of
  Security Agreement

   



  
  
  GIBRALTAR STEEL CORPORATION

  OF NEW YORK

  3556 Lakeshore Road

  Buffalo,
  New York 14219

  
  5.75%
  Senior Secured Notes due June 17, 2011

  
   

  
  as of
  June 18, 2004

  
   

  
   

  
  TO EACH
  OF THE PURCHASERS LISTED IN

          THE
  ATTACHED SCHEDULE A:

  
   Ladies
  and Gentlemen:

  
          
  
  Gibraltar Steel Corporation of New York, a New York corporation (the 
  "Company"),
  and Gibraltar Steel Corporation, a Delaware corporation ("Parent"),
  agree with you (sometimes referred to individually as a "Purchaser"
  and collectively as "Purchasers")
  as follows:

  1.    
  AUTHORIZATION OF NOTES.

  
          
  The Company will authorize the issue and sale
  of $75,000,000 aggregate principal amount (as reduced by the amount of any
  Notes as to which the purchase and sale is cancelled as described in Section
  2F(2), "Maximum
  Amount") of its 5.75% Senior Secured Notes due June 17, 2011
  (the 
  "Notes",
  such term to include any such notes issued in substitution therefor pursuant
  to Section 13 of this Agreement). The Notes shall be substantially in the form
  set out in Exhibit 1, with such changes therefrom, if any, as may be approved
  by you and the Company.

  2.    
  SALE AND PURCHASE OF NOTES.

  
            2A.   
  Facility.  Subject to the terms and conditions hereof, Purchasers
  agree to purchase Notes from time to time pursuant to this Agreement, in an
  aggregate amount of up to the Maximum Amount, and as to each Purchaser in the
  aggregate principal specified opposite its name on Schedule A.  Such
  agreements to purchase Notes are collectively referred to herein as the "Facility".

  
           
  2B.    Issuance Period.  Notes may be issued and sold pursuant to this
  Agreement, on a pro rata basis as among Purchasers, (a) in the aggregate
  principal amount of $25,000,000 ("Initial
  Notes") during the period commencing on the date of this
  Agreement and ending on June 18, 2004 (the
  "Initial Issuance Period"),
  (b) in the aggregate principal amount of $20,000,000
  ("Subsequent
  Notes") during the period commencing on the date of this
  Agreement and ending on October 27, 2004 ("Subsequent
  Issuance Period"), (c) in the aggregate principal amount
  of $10,000,000 ("Second
  Subsequent Notes") during the period commencing on the
  date of this Agreement and ending on November 8, 2004
  ("Second
  Subsequent Issuance Period"), (d) in the aggregate
  principal amount of $10,000,000 ("Third
  Subsequent Notes") during the period commencing on the
  date of this Agreement and ending on January 18, 2005
  ("Third
  Subsequent Issuance Period") and (e) in the aggregate
  principal amount of $10,000,000 ("Final
  Subsequent Notes") during the period commencing on the
  date of this Agreement and ending on September 14, 2005
  ("Final
  Subsequent Issuance Period").  Each of the Initial
  Issuance Period, the Subsequent Issuance Period, the Second Subsequent
  Issuance Period, the Third Subsequent Issuance Period and the Final Subsequent
  Issuance Period may be referred to herein as an "Issuance Period".

  
            2C.   
  Notice of Issuance.  The Company will during each applicable
  Issuance Period deliver a notice of issuance with respect to the Initial
  Notes, Subsequent Notes, Second Subsequent Notes, Third Subsequent Notes or
  Final Subsequent Notes, as applicable (each such request being a "Notice
  of Issuance").  Each Notice of Issuance shall be delivered to
  Prudential by telecopier and shall (i) specify the Notes covered thereby, (ii)
  specify the use of proceeds of such Notes, (iii) specify the closing day for
  such Notes which shall be a Business Day during the applicable Issuance Period
  not less than twenty (20) days and not more than thirty (30) days after the
  date of the Notice of Issuance, (iv) specify the number of the account and the
  name and address of the depository institution to which the purchase prices of
  such Notes are to be transferred on the Closing Day for such purchase and
  sale, (v) certify that the representations and warranties contained in
  paragraph 5 are true and as of the date of such Notice of Issuance (or, if any
  such representation or warranty is expressly stated to have been made as of a
  specific date, as of such specific date) except to the extent of changes
  caused by the transactions herein contemplated and that there exists on the
  date of such Notice of Issuance no Event of Default or Default, and (vi) be
  substantially in the form of Exhibit 2 attached hereto.  Each Notice of
  Issuance shall be in writing and shall be deemed made when received by
  Prudential.

  
            2D.   
  Receipt of Notice of Issuance.  Upon receipt of a Notice of
  Issuance from the Company, Prudential shall provide a copy thereof to each of
  the Purchasers.  Subject to the terms and conditions hereof, Company agrees to
  sell to each Purchaser, and each Purchaser agrees to purchase from the
  Company, on a pro rata basis, the Initial Notes, the Subsequent Notes, the
  Second Subsequent Notes, the Third Subsequent Notes, or the Final Subsequent
  Notes, as specified in the applicable Notice of Issuance, on the applicable
  Closing Day.

  
                      2E(1)  
   Closings.  Not later than 11:30
  A.M. (New York City local time) on the Closing Day for any Notes, the Company
  will deliver to each Purchaser at the offices of King & Spalding, LLP, 1185
  Avenue of the Americas, New York, New York 10036 (or at such other address as
  any Purchaser shall specify) the Notes to be purchased by such Purchaser on
  such Closing Day in the form of one or more Notes in authorized denominations
  as such Purchaser may request for the Notes to be purchased on such Closing
  Day, dated the Closing Day and registered in such Purchaser's name (or in the
  name of its nominee), against payment of the purchase price thereof by
  transfer of immediately available funds for credit to the Company's account
  specified in the Notice of Issuance for such Notes.

  
                      2E(2)  
   Rescheduled Closings.  If the
  Company fails to tender to any Purchaser the Notes to be purchased by such
  Purchaser on the scheduled Closing Day for such Notes as provided above in
  this Section 2E, or any of the conditions specified in Section 4 shall not
  have been fulfilled by the time required on such scheduled Closing Day, the
  Company shall, prior to 1:00 P.M., New York City local time, on such scheduled
  Closing Day notify such Purchaser in writing whether (x) such closing is to be
  rescheduled (such rescheduled date to be a Business Day during the applicable
  Issuance Period not less than one (1) Business Day and not more than thirty
  (30) Business Days after such scheduled Closing Day (the "Rescheduled
  Closing Day")) and certify to Purchaser that the Company
  reasonably believes that it will be able to comply with the conditions set
  forth in Section 4 on such Rescheduled Closing Day (and, if applicable, that
  the Company will pay the applicable Delayed Delivery Fee in accordance with
  Section 2F(1)) or (y) such closing is to be canceled as provided in Section
  2F(2).  In the event that the Company shall fail to give such notice referred
  to in the preceding sentence, Purchaser may at its election, at any time after
  1:00 P.M., New York City local time, on such scheduled Closing Day, notify the
  Company in writing that such closing is to be canceled as provided in
  paragraph 2F(2).  The Company may elect to reschedule a closing with respect
  to any given Notes on more than one occasion so long as the closing occurs
  within the Issuance Period applicable to such Notes.

  
           
  2F.    Fees.

  
                      2F(1)  
   Delayed Delivery Fee.  If the
  closing of the purchase and sale of any Notes is delayed for any reason (other
  than solely as a result of the failure of a Purchaser to timely pay the
  applicable purchase price if all conditions of such purchase have been timely
  satisfied) beyond the last day of the applicable Issuance Period, the Company
  will pay to each Purchaser (in accordance with such Purchaser's pro rata share
  of such Notes) on the applicable Rescheduled Closing Day (if any) or
  Cancellation Day, the applicable Delayed Delivery Fee.  In no case shall the
  applicable Delayed Delivery Fee be less than zero, and the applicable Delayed
  Delivery Fee will be recalculated relative to each delay of the Closing Day
  for the applicable Notes.  Nothing contained herein shall obligate any
  Purchaser to purchase any Note on any day other than the Closing Day or
  Rescheduled Closing Day for such Notes, as the same may be rescheduled from
  time to time in compliance with paragraph 2E, or to allow any Rescheduled
  Closing Date to occur after the expiration of the application Issuance Period.

  
                      2F(2)  
   Cancellation Fee.  If the Company
  fails to deliver to Prudential the applicable Notice of Issuance during the
  Issuance Period with respect to any Notes or at any time notifies Prudential
  in writing that the Company is canceling the closing of the purchase and sale
  of any Notes, or if Prudential notifies the Company in writing under the
  circumstances set forth in the penultimate sentence of paragraph 2(E)(2) that
  the closing of the purchase and sale of such Notes is to be canceled, or if
  the Facility is cancelled pursuant to Section 12.1 or if the closing of the
  purchase and sale of any Notes is not consummated on or prior to the last day
  of the Issuance Period applicable thereto (the date of any such notification,
  any cancellation of the Facility pursuant to Section 12.1 or the last day of
  the applicable Issuance Period, as the case may be, being the "Cancellation
  Date"), the Company will promptly pay to each Purchaser (in
  accordance with such Purchaser's pro rata portion of such Notes) in
  immediately available funds, in the case of a failure to deliver a Notice of
  Issuance, cancellation of closing or expiration of the Issuance Period with
  respect to any Notes, the Cancellation Fee applicable to such Notes and, in
  the case of a cancellation of the Facility pursuant to Section 12.1, the
  Cancellation Fee applicable to all Notes not then issued.  Notwithstanding
  anything contained herein to the contrary, upon the occurrence of the
  Cancellation Date for the Initial Notes, the Facility shall be deemed to be
  canceled, such that the Company shall have no further right to issue, and
  Purchasers shall have no further obligation to purchase, any Notes hereunder,
  and the Company shall pay to each Purchaser the Initial Cancellation Fee.

  3.    
  [INTENTIONALLY NOT USED.]

  4.    
  CONDITIONS TO CLOSING.

  
            The obligation of any
  Purchaser to purchase and pay for any Notes to be sold to Purchasers on the
  Closing Day for such Notes is subject to the fulfillment to such Purchaser's
  satisfaction, prior to or at such Closing Day, of the following conditions:

  4.1.     Certain
  Documents.

  
           
  Such Purchaser shall have received the
  following each dated the applicable Closing Day unless otherwise indicated:

  
            (a)         the Notes to be purchased by such Purchaser on
  such Closing Day;

  
           
  (b)         on the initial Closing Day only, the Guaranty
  Agreements, dated the initial Closing Day;

  
           
  (c)         on each subsequent Closing Day, reaffirmations of
  the Guaranty Agreements, in form and substance satisfactory to each Purchaser;

  
           
  (d)         on the initial Closing Day only, the Security
  Agreement Amendments; and

  
           
  (e)        
  on the initial Closing Day only, the Intercreditor
  Agreement.

  4.2.    
  Representations and Warranties.

  
           
  The representations and warranties of Parent,
  the Company and Subsidiaries in this Agreement or any other Related Document
  to which it is a party shall be correct when made and on each Closing Day.

  4.3.    
  Performance; No Default.

  
           
  Each of Parent, the Company and each
  Subsidiary Guarantor shall have performed and complied with all agreements and
  conditions contained in this Agreement or any other Related Document to which
  it is a party required to be performed or complied with by it prior to or at
  the applicable Closing Day and after giving effect to the issue and sale of
  the Notes on each Closing Day (and the application of the proceeds thereof as
  contemplated by Schedule 5.14) no Default or Event of Default shall have
  occurred and be continuing.  Neither Parent nor the Company nor any Subsidiary
  shall have entered into any transaction since December 31, 2003 that would
  have been prohibited by Sections 10.1, 10.7, 10.8 or 10.12 hereof had such
  Sections applied since such date.

  4.4.    
  Certificates.

  
           
  (a)     Officer's Certificate. 
  Parent and the Company shall have delivered to you an Officer's Certificate,
  dated as of each Closing Day, certifying that the conditions specified in
  Sections 4.2, 4.3 and 4.10 have been fulfilled.

  
           
  (b)    
  
  Secretary's Certificate. 
  On each Closing Day, each of Parent, the Company and each Subsidiary Guarantor
  shall have delivered to you a certificate certifying as to the resolutions
  attached thereto and other corporate proceedings relating to the
  authorization, execution and delivery of each Related Document to which it is
  a party including without limitation its constituent documents (and attaching
  copies of such constituent documents, or, in the case of each such certificate
  delivered after the initial Closing Day, in lieu of attaching copies,
  certifying that there have been no changes to the constituent documents since
  the initial Closing Day).

  
           
  (c)    
  
  Good Standing Certificates. 
  On each Closing Day, each of
  Parent, the Company and each Subsidiary Guarantor shall have delivered good
  standing certificates for it, issued by the Secretary of State or other
  appropriate official of its jurisdiction of incorporation and each
  jurisdiction where the conduct of its business activities or ownership of its
  property necessitates qualification.

  4.5.     Opinions
  of Counsel.

  
           
  On each Closing Day, you shall have received
  opinions in form and substance satisfactory to you, dated such Closing Day (a)
  from Lippes, Silverstein, Mathias & Wexler LLP, counsel for the Company,
  covering the matters set forth in Exhibit 4.5(a) and covering such other
  matters incident to the transactions contemplated hereby as you or your
  counsel may reasonably request (and the Company hereby instructs its counsel
  to deliver such opinion to you) and (b) from King & Spalding, LLP, your
  special counsel in connection with such transactions, covering such matters
  incident to such transactions as you may reasonably request.

  4.6.     Purchase
  Permitted By Applicable Law, Etc.

  
           
  On each Closing Day your purchase of Notes
  shall (i) be permitted by the laws and regulations of each jurisdiction to
  which you are subject, without recourse to provisions (such as Section
  1405(a)(8) of the New York Insurance Law) permitting limited investments by
  insurance companies without restriction as to the character of the particular
  investment, (ii) not violate any applicable law or regulation (including,
  without limitation, Regulation T or X of the Board of Governors of the Federal
  Reserve System) and (iii) not subject you to any tax, penalty or liability
  under or pursuant to any applicable law or regulation, which law or regulation
  was not in effect on the date hereof.  If requested by you, you shall have
  received an Officer's Certificate certifying as to such matters of fact as you
  may reasonably specify to enable you to determine whether such purchase is so
  permitted.

  
  4.7.     Credit Agreement.

  
  
          
 Each Purchaser has
  received a true, correct and complete copy of the Credit Agreement (including
  all Exhibits and Schedules thereto) and any other document executed in
  connection therewith and all amendments and waivers relating thereto.  As of
  each Closing Day, none of such documents and agreements shall have been
  amended or supplemented, nor shall have any of the provisions thereof have
  been waived except pursuant to a written agreement or instrument which has
  been consented to by each of the Holders in writing and except as contemplated
  hereby on the initial Closing Day.  Each of the Credit Agreement and each such
  other document has been duly executed and delivered by the parties thereto and
  is in full force and effect.

  
  
          
 On the initial Closing
  Day, each Purchaser shall have received a copy of a consent under, or
  amendment to, the Credit Agreement, in form and substance satisfactory to each
  Purchaser, pursuant to which the Administrative Agent and the banks that are
  party to the Credit Agreement consent to the transactions contemplated hereby
  on a basis satisfactory to each Purchaser.

  4.8.     Payment
  of Special Counsel Fees.

  
           
  Without limiting the provisions of
  Section 15.1, the Company shall have paid on or before each Closing Day the
  reasonable fees, charges and disbursements of your special counsel referred to
  in Section 4.5 to the extent reflected in a statement of such counsel rendered
  to the Company at least one Business Day prior to such Closing Day.

  4.9.     Private
  Placement Number.

  
           
  On the initial Closing Day, a Private Placement number issued by Standard & Poor's CUSIP
  Service Bureau (in cooperation with the Securities Valuation Office of the
  National Association of Insurance Commissioners) shall have been obtained for
  the Notes.

  4.10.   Changes in Corporate
  Structure.

  
           
  Each of Parent and the Company shall not have
  changed its jurisdiction of incorporation or been a party to any merger or
  consolidation and shall not have succeeded to all or any substantial part of
  the liabilities of any other entity, at any time following the date of the
  most recent financial statements referred to in Schedule 5.5.

  4.11.    Evidence of
  Perfection and Priority of Security Interests.

  
           
  You shall have received copies of all filing
  receipts or acknowledgments issued by any governmental authority to evidence
  any filing or recordation necessary to perfect the Security Interests of
  Collateral Agent on behalf of the Secured Lender Group in the Collateral and
  evidence in form satisfactory to you that such Liens constitute valid and
  perfected Security Interests, and that there are no other Liens upon any
  Collateral except for Permitted Encumbrances.

  
  
  4.12.    Existing Note Agreement;
  Subordinated Note Agreement.

  
           
  On or prior to the initial Closing Day, the
  Existing Note Agreement and the Subordinated Note Agreement shall have been
  amended in a manner satisfactory to each Purchaser to allow for the issuance
  of the Notes and the other transactions contemplated hereby.

  4.13.    Proceedings
  and Documents.

  
           
  All corporate and other proceedings in
  connection with the transactions contemplated by this Agreement and all
  documents and instruments incident to such transactions shall be satisfactory
  to you and your special counsel, and you and your special counsel shall have
  received all such counterpart originals or certified or other copies of such
  documents as you or they may reasonably request.

  5.    
  REPRESENTATIONS AND WARRANTIES.

  
           
  Each of Parent and the Company represents and
  warrants to you that:

  5.1.    Organization;
  Power and Authority.

  
           
  Each of Parent and the Company is a
  corporation duly organized, validly existing and in good standing under the
  laws of its jurisdiction of incorporation, and is duly qualified as a foreign
  corporation and is in good standing in each jurisdiction in which such
  qualification is required by law, other than those jurisdictions as to which
  the failure to be so qualified or in good standing could not, individually or
  in the aggregate, reasonably be expected to have a Material Adverse Effect. 
  Each of Parent and the Company has the corporate power and authority to own or
  hold under lease the properties it purports to own or hold under lease, to
  transact the business it transacts, to execute and deliver each Related
  Document to which it is a party and to perform the provisions thereof.

  5.2.    Authorization,
  Etc.

  
           
  Each Related Document has been duly authorized
  by all necessary corporate action on the part of Parent, the Company and each
  Subsidiary Guarantor, and each Related Document constitutes a legal, valid and
  binding obligation of Parent, the Company and each Subsidiary Guarantor, as
  the case may be, enforceable against it in accordance with its terms.

  5.3.    
  Disclosure.

  
           
  Except as disclosed in Schedule 5.3, this
  Agreement, the documents, certificates or other writings delivered to you by
  or on behalf of the Company in connection with the transactions contemplated
  hereby and the financial statements listed in Schedule 5.5, taken as a whole,
  do not contain any untrue statement of a material fact or omit to state any
  material fact necessary to make the statements therein not misleading in light
  of the circumstances under which they were made.  Except as expressly
  described in Schedule 5.3, or in one of the documents, certificates or other
  writings identified therein, or in the financial statements listed in
  Schedule 5.5, since December 31, 2003, there has been no change in the
  financial condition, operations, business, properties or prospects of Parent,
  the Company or any Subsidiary except changes that individually or in the
  aggregate could not reasonably be expected to have a Material Adverse Effect. 
  There is no fact known to Parent or the Company that could reasonably be
  expected to have a Material Adverse Effect that has not been set forth herein
  or in the other documents, certificates and other writings delivered to you by
  or on behalf of Parent or the Company specifically for use in connection with
  the transactions contemplated hereby.

  5.4.   
  Organization and Ownership of Shares of Subsidiaries; Affiliates.

  
           
  (a)    Schedule 5.4 contains (except as noted therein)
  complete and correct lists (i) of Parent's Subsidiaries, showing, as to each
  Subsidiary, the correct name thereof, the jurisdiction of its organization,
  and the percentage of shares of each class of its capital stock or similar
  equity interests outstanding owned by Parent and each other Subsidiary,
  (ii) of Parent's Affiliates, other than Subsidiaries, and (iii) of Parent's
  directors and senior officers of Parent and the Company.

  
           
  (b)     All of the outstanding shares of capital stock or
  similar equity interests of each Subsidiary shown in Schedule 5.4 as being
  owned by Parent and its Subsidiaries have been validly issued, are fully paid
  and nonassessable and are owned by Parent or another Subsidiary free and clear
  of any Lien.

  
           
  (c)    
  Each Subsidiary identified in Schedule 5.4 is a
  corporation or other legal entity duly organized, validly existing and in good
  standing under the laws of its jurisdiction of organization, and is duly
  qualified as a foreign corporation or other legal entity and is in good
  standing in each jurisdiction in which such qualification is required by law,
  other than those jurisdictions as to which the failure to be so qualified or
  in good standing could not, individually or in the aggregate, reasonably be
  expected to have a Material Adverse Effect.  Each such Subsidiary has the
  corporate or other power and authority to own or hold under lease the
  properties it purports to own or hold under lease and to transact the business
  it transacts and proposes to transact, to execute and deliver each Related
  Document to which it is a party and to perform the provisions thereof.

  
           
  (d)    
  No Subsidiary is a party to, or otherwise subject
  to any legal restriction or any agreement (other than this Agreement, the
  agreements listed on Schedule 5.4 and customary limitations imposed by
  corporate law statutes) restricting the ability of such Subsidiary to pay
  dividends out of profits or make any other similar distributions of profits to
  Parent or any of its Subsidiaries that owns outstanding shares of capital
  stock or similar equity interests of such Subsidiary.

  5.5.     Financial
  Statements.

  
           
  Parent has delivered to each Purchaser copies
  of the Consolidated financial statements of Parent and its Subsidiaries listed
  on Schedule 5.5.  All of said financial statements (including in each case the
  related schedules and notes) fairly present in all material respects the
  consolidated financial position of Parent and its Subsidiaries as of the
  respective dates specified in such Schedule and the consolidated results of
  their operations and cash flows for the respective periods so specified and
  have been prepared in accordance with GAAP consistently applied throughout the
  periods involved except as set forth in the notes thereto (subject, in the
  case of any interim financial statements, to normal year-end adjustments).

  5.6.    
  Compliance with Laws, Other Instruments, Etc.

  
           
  The execution, delivery and performance by
  Parent, the Company or any Subsidiary Guarantor of any Related Document to
  which it is a party will not (i) contravene, result in any breach of, or
  constitute a default under, or result in the creation of any Lien in respect
  of any property of Parent, the Company or any Subsidiary under, any indenture,
  mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate
  charter or by-laws, or any other agreement or instrument to which Parent, the
  Company or any Subsidiary is bound or by which Parent, the Company or any
  Subsidiary or any of their respective properties may be bound or affected,
  (ii) conflict with or result in a breach of any of the terms, conditions or
  provisions of any order, judgment, decree, or ruling of any court, arbitrator
  or Governmental Authority applicable to Parent, the Company or any Subsidiary
  or (iii) violate any provision of any statute or other rule or regulation of
  any Governmental Authority applicable to Parent, the Company or any
  Subsidiary.

  5.7.    
  Government Authorizations, Etc.     

  
           
  No consent, approval or authorization of, or
  registration, filing or declaration with, any Governmental Authority is
  required in connection with the execution, delivery or performance by Parent,
  the Company or any Subsidiary Guarantor of any Related Document to which it is
  a party.

  5.8.    
  Litigation; Observance of Agreements, Statutes and Orders.

  
           
  (a)    
  There are no actions, suits or proceedings pending
  or, to the knowledge of Parent or the Company, threatened against Parent, the
  Company or any Subsidiary or any property of Parent, the Company or any
  Subsidiary in any court or before any arbitrator of any kind or before or by
  any Governmental Authority that, individually or in the aggregate, could
  reasonably be expected to have a Material Adverse Effect.

  
           
  (b)     Neither Parent nor the Company nor any Subsidiary
  is in default under any term of any agreement or instrument to which it is a
  party or by which it is bound, or any order, judgment, decree or ruling of any
  court, arbitrator or Governmental Authority or is in violation of any
  applicable law, ordinance, rule or regulation (including without limitation
  Environmental Laws) of any Governmental Authority, which default or violation,
  individually or in the aggregate, could reasonably be expected to have a
  Material Adverse Effect.

  5.9.     Taxes.

  
           
  Parent and its Subsidiaries have filed all tax
  returns that are required to have been filed in any jurisdiction, and have
  paid all taxes shown to be due and payable on such returns and all other taxes
  and assessments levied upon them or their properties, assets, income or
  franchises, to the extent such taxes and assessments have become due and
  payable and before they have become delinquent, except for any taxes and
  assessments (i) the amount of which is not individually or in the aggregate
  Material or (ii) the amount, applicability or validity of which is currently
  being contested in good faith by appropriate proceedings and with respect to
  which Parent or a Subsidiary, as the case may be, has established adequate
  reserves in accordance with GAAP.   Neither Parent nor the Company knows of
  any basis for any tax or assessment that could reasonably be expected to have
  a Material Adverse Effect.  The charges, accruals and reserves on the books of
  Parent and its Subsidiaries in respect of Federal, state or other taxes for
  all fiscal periods are adequate.  The Federal income tax liabilities of Parent
  and its Subsidiaries have been determined by the Internal Revenue Service and
  paid for all fiscal years up to and including the fiscal year ended 2000.

  5.10.    Title to
  Property; Leases.

  
           
  Parent, the Company and its Subsidiaries have
  good and sufficient title to their respective properties that individually or
  in the aggregate are Material, including all such properties reflected in the
  most recent audited balance sheet referred to in Section 5.5 or purported to
  have been acquired by Parent or any Subsidiary after said date (except as sold
  or otherwise disposed of in the ordinary course of business), in each case
  free and clear of Liens prohibited by this Agreement.  All leases that
  individually or in the aggregate are Material are valid and subsisting and are
  in full force and effect in all material respects. 

  5.11.   
  Licenses, Permits, Etc.

  
            (a)    
  Parent and its Subsidiaries own or possess all
  licenses, permits, franchises, authorizations, patents, copyrights, service
  marks, trademarks and trade names, or rights thereto, that individually or in
  the aggregate are Material, without known conflict with the rights of others;

  
           
  (b)    
  to the knowledge of Parent and the Company, no
  product of Parent or any of its Subsidiaries infringes in any material respect
  any license, permit, franchise, authorization, patent, copyright, service
  mark, trademark, trade name or other right owned by any other Person; and

  
           
  (c)    
  to the knowledge of Parent and the Company, there
  is no Material violation by any Person of any right of the Company or any of
  its Subsidiaries with respect to any patent, copyright, service mark,
  trademark, trade name or other right owned or used by the Company or any of
  its Subsidiaries.

  5.12.   
  Compliance with ERISA.

  
           
  (a)     Parent, the Company and each ERISA Affiliate have
  operated and administered each Plan in compliance with all applicable laws
  except for such instances of noncompliance as have not resulted in and could
  not reasonably be expected to result in a Material Adverse Effect.  Neither
  Parent, the Company nor any ERISA Affiliate has incurred any liability
  pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of
  the Code relating to employee benefit plans (as defined in section 3 of ERISA),
  and no event, transaction or condition has occurred or exists that could
  reasonably be expected to result in the incurrence of any such liability by
  Parent, the Company or any ERISA Affiliate, or in the imposition of any Lien
  on any of the rights, properties or assets of Parent, the Company or any ERISA
  Affiliate, in either case pursuant to Title I or IV of ERISA or to such
  penalty or excise tax provisions or to section 401(a)(29) or 412 of the Code,
  other than such liabilities or Liens as would not be individually or in the
  aggregate Material.

  
           
  (b)     The present value of the aggregate benefit
  liabilities under each of the Plans (other than Multiemployer Plans),
  determined as of the end of such Plan's most recently ended plan year on the
  basis of the actuarial assumptions specified for funding purposes in such
  Plan's most recent actuarial valuation report, did not exceed the aggregate
  current value of the assets of such Plan allocable to such benefit liabilities
  .  The term 
  "benefit
  liabilities"
  has the meaning specified in section 4001 of ERISA and the terms 
  "current
  value"
  and 
  "present
  value"
  have the meaning specified in section 3 of ERISA.

  
           
  (c)     Parent, the Company and their ERISA Affiliates
  have not incurred withdrawal liabilities (and are not subject to contingent
  withdrawal liabilities) under section 4201 or 4204 of ERISA in respect of
  Multiemployer Plans that individually or in the aggregate are Material.

  
           
  (d)     The expected postretirement benefit obligation
  (determined as of the last day of Parent's most recently ended fiscal year in
  accordance with Financial Accounting Standards Board Statement No. 106,
  without regard to liabilities attributable to continuation coverage mandated
  by section 4980B of the Code) of Parent and its Subsidiaries is not Material.

  
           
  (e)     The execution and delivery of any Related Document
  will not involve any transaction that is subject to the prohibitions of
  section 406 of ERISA or in connection with which a tax could be imposed
  pursuant to section 4975(c)(1)(A)-(D) of the Code.  The representation by
  Parent and the Company in the first sentence of this Section 5.12(e) is made
  in reliance upon and subject to (i) the accuracy of your representation in
  Section 6.2 as to the sources of the funds used to pay the purchase price of
  the Notes to be purchased by you and (ii) the assumption, made solely for the
  purpose of making such representation, that Department of Labor Interpretive
  Bulletin 75-2 with respect to prohibited transactions remains valid in the
  circumstances of the transactions contemplated herein.

  5.13.    Private
  Offering by the Company.

  
           
  Neither Parent, the Company nor anyone acting
  on its behalf has offered the Notes or any similar securities for sale to, or
  solicited any offer to buy any of the same from, or otherwise approached or
  negotiated in respect thereof with, any person other than you and not more
  than 12 other Institutional Investors, each of which has been offered the
  Notes at a private sale for investment.  Neither Parent nor the Company nor
  anyone acting on its behalf has taken, or will take, any action that would
  subject the issuance or sale of the Notes to the registration requirements of
  Section 5 of the Securities Act.

  5.14.    Use of
  Proceeds; Margin Regulations.

  
           
  The Company will apply the proceeds of the
  sale of the Notes for general corporate purposes.  No part of the proceeds
  from the sale of the Notes hereunder will be used, directly or indirectly or
  for the purpose of buying or carrying or trading in any securities under such
  circumstances as to involve the Company in a violation of Regulation X of said
  Board (12 CFR 224) or to involve any broker or dealer in a violation of
  Regulation T of said Board (12 CFR 220).  Margin stock does not constitute any
  of the value of the consolidated assets of the Company and its Subsidiaries
  and the Company does not have any present intention that margin stock will
  constitute any portion of the value of such assets.  As used in this Section,
  the terms 
  "margin
  stock"
  and 
  "purpose
  of buying or carrying"
  shall have the meanings assigned to them in said Regulation X.

  5.15.   
  Existing Indebtedness; Future Liens.

  
            (a)    
  Except as described therein, Schedule 5.15 sets
  forth a complete and correct list of all outstanding Indebtedness of Parent
  and its Subsidiaries as of March 31, 2004, since which date there has been no
  Material change in the amounts, interest rates, sinking funds, installment
  payments or maturities of the Indebtedness of Parent or its Subsidiaries. 
  Neither Parent nor any Subsidiary is in default and no waiver of default is
  currently in effect, in the payment of any principal or interest on any
  Indebtedness of Parent or such Subsidiary and no event or condition exists
  with respect to any Indebtedness of Parent or any Subsidiary that would permit
  (or that with notice or the lapse of time, or both, would permit) one or more
  Persons to cause such Indebtedness to become due and payable before its stated
  maturity or before its regularly scheduled dates of payment.

  
           
  (b)     Except as disclosed in Schedule 5.15, neither
  Parent nor any Subsidiary has agreed or consented to cause or permit in the
  future (upon the happening of a contingency or otherwise) any of its property,
  whether now owned or hereafter acquired, to be subject to a Lien not permitted
  by Section 10.4.

  5.16.     Foreign
  Assets Control Regulations, Etc.

  
           
  Neither the sale of the Notes by the Company
  hereunder nor its use of the proceeds thereof will violate the Trading with
  the Enemy Act, as amended, or any of the foreign assets control regulations of
  the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as
  amended) or any enabling legislation or executive order relating thereto.

  5.17.     Status.

  
           
  Neither Parent nor the Company nor any
  Subsidiary is subject to regulation under the Investment Company Act of 1940,
  as amended, the Public Utility Holding Company Act of 1935, as amended, the
  Interstate Commerce Act, as amended, or the Federal Power Act, as amended.

  5.18.    
  Environmental Matters.

  
           
  (a)    
  Neither Parent nor the Company nor any Subsidiary
  has knowledge of any claim or has received any notice of any claim, and no
  proceeding has been instituted raising any claim against Parent or the Company
  or any of its Subsidiaries or any of their respective real properties now or
  formerly owned, leased or operated by any of them or other assets, alleging
  any damage to the environment or violation of any Environmental Laws, except,
  in each case, such as could not reasonably be expected to result in a Material
  Adverse Effect.

  
           
  (b)     Neither Parent nor the Company nor any Subsidiary
  has knowledge of any facts which would give rise to any claim, public or
  private, of violation of Environmental Laws or damage to the environment
  emanating from, occurring on or in any way related to real properties now or
  formerly owned, leased or operated by any of them or to other assets or their
  use, except, in each case, such as could not reasonably be expected to result
  in a Material Adverse Effect.

  
           
  (c)     Neither Parent nor the Company nor any of its
  Subsidiaries has (i) stored any Hazardous Materials on real properties now or
  formerly owned, leased or operated by any of them and (ii) disposed of any
  Hazardous Materials in a manner contrary to any Environmental Laws in the case
  of clause (i) and (ii) in any manner that could reasonably be expected to
  result in a Material Adverse Effect.

  
           
  (d)     All buildings on all real properties now owned,
  leased or operated by Parent or any of its Subsidiaries are in compliance with
  applicable Environmental Laws, except where failure to comply could not
  reasonably be expected to result in a Material Adverse Effect.

  5.19.     Fiscal
  Year.

  
           
  The fiscal year of Parent and the Company is
  the calendar year ending, December 31.

  5.20.     Default.

  
           
  There does not exist any Default or Event of
  Default.

  5.21.    
  Securities.

  
           
  Each outstanding share of stock, debenture,
  bond, note and other security of Parent, the Company and each Subsidiary has
  been validly issued in full compliance with each statute, regulation and other
  law, and, if a share of stock, is fully paid and nonassessable.

  5.22.    Inventory
  Locations.

  
            Neither Parent, the
  Company nor any Subsidiaries has Inventory at any location in an aggregate in
  excess of $1,000,000 value at cost, other than the locations set forth in
  Schedule 5.22 attached hereto and made a part hereof.

  5.23.    USA Patriot
  Act.

  
           
  Neither Parent nor the Company nor any
  Subsidiary (i) is listed on the Specially Designated Nationals and Blocked
  Persons List (the "SDN
  List") maintained by the Office of Foreign Assets Control,
  Department of the Treasury ("OFAC"),
  or on any other list of terrorists or terrorist organizations maintained
  pursuant to any of the rules and regulations of OFAC or pursuant to any other
  applicable Executive Order (such other lists are referred to herein,
  collectively, as the "Other
  Lists"; the SDN List and the Other Lists are referred to
  herein, collectively, as the "Lists"),
  (ii) nor is it a person who has been determined by competent authority to be
  subject to the prohibitions contained in Executive Order No. 13224 (Sept. 23,
  2001) or any other similar prohibitions contained in the rules and regulations
  of OFAC or in any enabling legislation or other Executive Orders in respect
  thereof, (iii) as of the date hereof, it is not controlled by, nor does it act
  for or on behalf of, any person on the Lists or any other person who has been
  determined by competent authority to be subject to the prohibitions contained
  in Executive Order No. 13224 (Sept. 23, 2001) or similar prohibitions
  contained in the rules and regulations of OFAC or any enabling legislation or
  other Executive Orders in respect thereof, and (iv) it is in material
  compliance with the requirements of Executive Order No. 13224 (Sept. 23, 2001)
  and other similar requirements contained in the rules and regulations of OFAC
  and in any enabling legislation or other Executive Orders in respect thereof.

  5.24.    
  Solvency.

  
           
  As of each Closing Day and after giving the
  effect to the transactions contemplated hereunder on such date, and to any
  other Indebtedness being incurred on such date in connection therewith (a) the
  amount of the "present fair salable value" of the assets of the Parent and the
  Company will, as of such date, exceed the amount of all "liabilities of the
  Parent and the Company, contingent or otherwise," as of such date, as such
  quoted terms are determined in accordance with applicable federal and state
  laws governing determinations of the solvency of debtors, (b) the present fair
  salable value of the assets of the Parent and the Company will, as of each
  Closing Day, be greater than the amount that will be required to pay the
  liability of the Parent and the Company on its debts as such debts become
  absolute and matured, (c) the Parent and the Company will not have, as of each
  Closing Day, an unreasonably small amount of capital with which to conduct
  their business, and (d) the Parent and the Company will be able to pay its
  debts as they mature.  For purposes of this Section 5.24, "debt" means
  "liability or a claim", and "claim" means any (x) right to payment, whether or
  not such a right is reduced to judgment, liquidated, unliquidated, fixed,
  contingent, matured, unmatured, disputed, undisputed, legal, equitable,
  secured or unsecured; or (y) right to an equitable remedy for breach of
  performance if such breach gives rise to a right to payment, whether or not
  such right to an equitable remedy is reduced to judgment, fixed, contingent,
  matured or unmatured, disputed, undisputed, secured or unsecured.

  5.25.     Company
  and Subsidiary Guarantors.

  
           
  The Company and the Subsidiary Guarantors are
  operated as part of one consolidated business entity and are directly
  dependent upon each other for and in connection with their respective business
  activities and their respective financial resources.  Parent and the
  Subsidiary Guarantors will receive a direct economic and financial benefit
  from the Indebtedness incurred under this Agreement by the Company, and the
  incurrence of such Indebtedness is in the best interests of Parent and each of
  the Subsidiary Guarantors.

  6.    
  REPRESENTATIONS OF EACH PURCHASER.

  
  6.1.     Purchase for Investment.

           
  
  You represent that you are purchasing the
  Notes for your own account or for one or more separate accounts maintained by
  you or for the account of one or more pension or trust funds and not with a
  view to the distribution thereof, provided
  that the disposition of your or their property shall at all times be within
  your or their control.  You understand that the Notes have not been registered
  under the Securities Act and may be resold only if registered pursuant to the
  provisions of the Securities Act or if an exemption from registration is
  available, except under circumstances where neither such registration nor such
  an exemption is required by law, and that the Company is not required to
  register the Notes.

  6.2.     Source of
  Funds.

  
           
  You represent that at least one of the
  following statements is an accurate representation as to each source of funds
  (a 
  "Source")
  to be used by you to pay the purchase price of the Notes to be purchased by
  you hereunder:

  
      
  (a)    
  the Source is an "insurance company general
  account" (as the term is defined in the United States Department of Labor's
  Prohibited Transaction Exemption ("PTE")
  95-60) in respect of which the reserves and liabilities (as defined by the
  annual statement for life insurance companies approved by the National
  Association of Insurance Commissioners (the "NAIC
  Annual Statement")) for the general account contract(s) held by
  or on behalf of any employee benefit plan together with the amount of the
  reserves and liabilities for the general account contract(s) held by or on
  behalf of any other employee benefit plans maintained by the same employer (or
  affiliate thereof as defined in PTE 95-60) or by the same employee
  organization in the general account do not exceed 10% of the total reserves
  and liabilities of the general account (exclusive of separate account
  liabilities) plus surplus as set forth in the NAIC Annual Statement filed with
  such Purchaser's state of domicile; or

  
      
  (b)     the Source is a separate account that is
  maintained solely in connection with such Purchaser's fixed contractual
  obligations under which the amounts payable, or credited, to any employee
  benefit plan (or its related trust) that has any interest in such separate
  account (or to any participant or beneficiary of such plan (including any
  annuitant)) are not affected in any manner by the investment performance of
  the separate account; or

  
      
  (c)    
  the Source is either (i) an insurance company
  pooled separate account, within the meaning of PTE 90-1 or (ii) a bank
  collective investment fund, within the meaning of the PTE 91-38 and, except as
  disclosed by such Purchaser to the Company in writing pursuant to this
  clause (c), no employee benefit plan or group of plans maintained by the same
  employer or employee organization beneficially owns more than 10% of all
  assets allocated to such pooled separate account or collective investment
  fund; or

  
      
  (d)    
  the Source constitutes assets of an "investment
  fund" (within the meaning of Part V of PTE 84-14 (the "QPAM
  Exemption")) managed by a "qualified professional asset
  manager" or "QPAM" (within the meaning of Part V of the QPAM Exemption), no
  employee benefit plan's assets that are included in such investment fund, when
  combined with the assets of all other employee benefit plans established or
  maintained by the same employer or by an affiliate (within the meaning of
  Section V(c)(1) of the QPAM Exemption) of such employer or by the same
  employee organization and managed by such QPAM, exceed 20% of the total client
  assets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM
  Exemption are satisfied, neither the QPAM nor a person controlling or
  controlled by the QPAM (applying the definition of "control" in Section V(e)
  of the QPAM Exemption) owns a 5% or more interest in the Company and (i) the
  identity of such QPAM and (ii) the names of all employee benefit plans whose
  assets are included in such investment fund have been disclosed to the Company
  in writing pursuant to this clause (d); or

  
      
  (e)    
  the Source constitutes assets of a "plan(s)"
  (within the meaning of Section IV of PTE 96-23 (the "INHAM
  Exemption")) managed by an "in-house asset manager" or "INHAM"
  (within the meaning of Part IV of the INHAM exemption), the conditions of Part
  I(a), (g) and (h) of the INHAM Exemption are satisfied, neither the INHAM nor
  a person controlling or controlled by the INHAM (applying the definition of
  "control" in Section IV(h) of the INHAM Exemption) owns a 5% or more interest
  in the Company and (i) the identity of such INHAM and (ii) the name(s) of the
  employee benefit plan(s) whose assets constitute the Source have been
  disclosed to the Company in writing pursuant to this clause (e); or

  
      
  (f)     the Source is a governmental plan; or

  
      
  (g)    
  the Source is one or more employee benefit plans,
  or a separate account or trust fund comprised of one or more employee benefit
  plans, each of which has been identified to the Company in writing pursuant to
  this clause (g); or

  
      
  (h)     the Source does not include assets of any employee
  benefit plan, other than a plan exempt from the coverage of ERISA.

  
           
  As used in this Section 6.2, the terms "employee
  benefit plan," "governmental
  plan," and "separate
  account" shall have the respective meanings assigned to such
  terms in Section 3 of ERISA.

  7.    
  INFORMATION AS TO PARENT AND COMPANY.

  7.1.     Financial
  and Business Information.

  
           
  Parent shall deliver to each Holder that is an
  Institutional Investor:

  
           
  (a)     Quarterly Statements -within 45 days after the end
  of each quarterly fiscal period in each fiscal year of Parent (other than the
  last quarterly fiscal period of each such fiscal year), duplicate copies of,

                      (i)    
  a consolidated balance sheet of Parent and its
  Subsidiaries as at the end of such quarter, and

                      (ii)   
  consolidated statement of income and cash flows of
  Parent and its Subsidiaries, for such quarter and (in the  case of the second
  and third quarters) for the portion of the fiscal year ending with such
  quarter, 
  setting forth in each case in comparative form
  the figures for the corresponding periods in the previous fiscal year, all in
  reasonable detail, prepared in accordance with GAAP applicable to quarterly
  financial statements generally, and certified by a Senior Financial Officer as
  fairly presenting, in all material respects, the financial position of the
  companies being reported on and their results of operations and cash flows,
  subject to changes resulting from year-end adjustments, 
  provided that delivery within the
  time period specified above of copies of the Company's Quarterly Report on
  Form 10-Q prepared in compliance with the requirements therefor and filed with
  the Securities and Exchange Commission shall be deemed to satisfy the
  requirements of this Section 7.1(a);

  
           
  (b)     Annual Statements - within 90 days after the end
  of each fiscal year of Parent, duplicate copies of,

                      (i)    
  a consolidated balance sheet of Parent and its
  Subsidiaries, as at the end of such year, and

                      (ii)    consolidated statements of income and cash flows
  of the Company and its Subsidiaries, for such year,
  setting forth in each case in comparative form
  the figures for the previous fiscal year, all in reasonable detail, prepared
  in accordance with GAAP, and accompanied by an opinion thereon of independent
  certified public accountants of recognized national standing, which opinion
  shall state that such financial statements present fairly, in all material
  respects, the financial position of the companies being reported upon and
  their results of operations and cash flows and have been prepared in
  conformity with GAAP, and that the examination of such accountants in
  connection with such financial statements has been made in accordance with
  generally accepted auditing standards, and that such audit provides a
  reasonable basis for such opinion in the circumstances, and 
  provided that the delivery within
  the time period specified above of Parent's Annual Report on Form 10-K for
  such fiscal year (together with Parent's annual report to shareholders, if
  any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in
  accordance with the requirements therefor and filed with the Securities and
  Exchange Commission shall be deemed to satisfy the requirements of this
  Section 7.1(b);

  
           
  (c)     SEC and Other Reports - promptly upon their
  becoming available, one copy of  (i) each financial statement, report, notice
  or proxy statement sent by Parent, the Company or any Subsidiary to public
  securities holders generally, and (ii) each regular or periodic report, each
  registration statement (without exhibits except as expressly requested by such
  holder), and each prospectus and all amendments thereto filed by Parent, the
  Company or any Subsidiary with the Securities and Exchange Commission and of
  all press releases and other statements made available generally by Parent,
  the Company or any Subsidiary to the public concerning developments that are
  Material;   

  
           
  (d)     Notice of Default or Event of Default - promptly
  after a Responsible Officer becoming aware of the existence of any Default or
  Event of Default or that any Person has given any notice or taken any action
  with respect to a claimed default hereunder or that any Person has given any
  notice or taken any action with respect to a claimed default of the type
  referred to in Section 11(f), a written notice specifying the nature and
  period of existence thereof and what action Parent, the Company is taking or
  proposes to take with respect thereto;

  
           
  (e)    
  Notices from Governmental Authority - promptly,
  and in any event within 30 days of receipt thereof, copies of any notice to
  Parent, the Company or any Subsidiary from any Federal or state Governmental
  Authority relating to any order, ruling, statute or other law or regulation
  that could reasonably be expected to have a Material Adverse Effect; 

   

  
           
  (f)    
  Litigation - promptly after a Responsible Officer
  becomes aware of any of the following, a written notice of the institution or
  filing of any litigation, action, suit, claim, counterclaim, or administrative
  proceeding against, or investigation of, Parent, the Company or any Subsidiary
  to which Parent, the Company or any Subsidiary is a party by or before any
  regulatory body or governmental agency (i) the outcome of which involves more
  than $5,000,000 singularly or cumulatively, except for litigation in which the
  contingent liability is fully covered by insurance, or (ii) which questions
  the validity of this Agreement, the Notes, any other Related Document and any
  action taken or to be taken pursuant to any of the foregoing; and furnish or
  cause to be furnished to each Institutional Investor such information
  regarding the same as such Institutional Investor may request;

  
           
  (g)    
  Judgments - promptly after a Responsible Officer
  becomes aware of any of the following, a written notice of any judgment, order
  or award of any court, agency or other governmental agency or any arbitrator,
  the outcome of which may have a Material Adverse Effect or which involves more
  than $5,000,000 unless adequately covered by insurance and any action taken or
  to be taken pursuant to any of the foregoing; and furnish or cause to be
  furnished to each Institutional Investor such information regarding the same
  as such Institutional Investor may request;

  
           
  (h)     promptly (i) copies of any documents received from
  the United States Environmental Protection Agency or any state, county or
  municipal environmental or health agency concerning Parent's or the Company's
  or any Subsidiary's operations except documents of general applicability; and
  (ii) copies of any documents submitted by Parent, the Company or any
  Subsidiary to the United States Environmental Protection Agency or any state,
  county or municipal environmental or health agency concerning its operations,
  except submissions in the ordinary course of business; and

  
           
  (i)    
  Requested Information - with reasonable
  promptness, such other data and information relating to the business,
  operations, affairs, financial condition, assets or properties of Parent, the
  Company or any of its Subsidiaries or relating to the ability of Parent, the
  Company to perform its obligations hereunder and under the Notes as from time
  to time may be reasonably requested by any such holder of Notes (including
  information necessary in order to permit compliance with the information
  requirements of Rule 144A under the Securities Act in connection with a resale
  of the Notes).

  7.2.     Officer's
  Certificate.

  
           
  Each set of financial statements delivered to
  a Holder pursuant to Section 7.1(a) or Section 7.1(b) hereof shall be
  accompanied by a certificate of a Senior Financial Officer setting forth:

  
           
  (a)     Covenant Compliance - the information (including
  detailed calculations) required in order to establish whether the Company was
  in compliance with the requirements of Section 10.12 through Section 10.16
  hereof, inclusive, during the quarterly or annual period covered by the
  statements then being furnished (including with respect to each such Section,
  where applicable, the calculations of the maximum or minimum amount, ratio or
  percentage, as the case may be, permissible under the terms of such Sections,
  and the calculation of the amount, ratio or percentage then in existence); and

  
           
  (b)     Event of Default - a statement that such officer
  has reviewed the relevant terms hereof and has made, or caused to be made,
  under his or her supervision, a review of the transactions and conditions of
  Parent, the Company and its Subsidiaries from the beginning of the quarterly
  or annual period covered by the statements then being furnished to the date of
  the certificate and that such review shall not have disclosed the existence as
  of such date of any condition or event that constitutes a Default or an Event
  of Default or, if any such condition or event existed or exists (including,
  without limitation, any such event or condition resulting from the failure of
  Parent, the Company or any Subsidiary to comply with any Environmental Law),
  specifying the nature and period of existence thereof and what action the
  Company shall have taken or proposes to take with respect thereto.

  7.3.    
  Inspection.

  
           
  Parent and the Company shall permit the
  representatives of each Holder that is an Institutional Investor:

  
           
  (a)     No Default - if no Default or Event of Default
  then exists, at the expense of such Holder and upon reasonable prior notice to
  Parent and the Company, to visit the principal executive office of Parent and
  the Company, to discuss the affairs, finances and accounts of Parent, the
  Company and its Subsidiaries with Parent's and the Company's officers, and
  (with the consent of Parent and the Company, which consent will not be
  unreasonably withheld) its independent public accountants, and (with the
  consent of Parent and the Company, which consent will not be unreasonably
  withheld) to visit the other offices and properties of Parent, the Company and
  each Subsidiary, all at such reasonable times and as often as may be
  reasonably requested in writing; and

  
           
  (b)     Default - if a Default or Event of Default then
  exists, at the expense of Parent and the Company to visit and inspect any of
  the offices or properties of Parent, the Company or any Subsidiary, to examine
  all their respective books of account, records, reports and other papers, to
  make copies and extracts therefrom, and to discuss their respective affairs,
  finances and accounts with their respective officers and independent public
  accountants (and by this provision Parent and the Company authorizes said
  accountants to discuss the affairs, finances and accounts of Parent, the
  Company and its Subsidiaries), all at such times and as often as may be
  requested.

  8.    
  PREPAYMENT OF THE NOTES.

  8.1.     Optional
  Prepayments with Make-Whole Amount.

  
           
  The Company may, at its option, upon notice as
  provided below, prepay at any time after the issuance and sale of all Notes
  hereunder or the cancellation of the closing of the purchase and sale of all
  Notes not then issued and the payment of all applicable Cancellation Fees,
  all, or from time to time any part of, the Notes, in an amount not less than
  $5,000,000 plus $100,000
  increments in the case of a partial prepayment, at 100% of the principal
  amount so prepaid, plus the
  Make-Whole Amount determined for the prepayment date with respect to such
  principal amount.  The Company will give each Holder written notice of each
  optional prepayment under this Section 8.1 not less than 30 days and not more
  than 60 days prior to the date fixed for such prepayment.  Each such notice
  shall specify such date, the aggregate principal amount of the Notes to be
  prepaid on such date, the principal amount of each Note held by such Holder to
  be prepaid (determined in accordance with Section 8.2), and the interest to be
  paid on the prepayment date with respect to such principal amount being
  prepaid, and shall be accompanied by a certificate of a Senior Financial
  Officer as to the estimated Make-Whole Amount due in connection with such
  prepayment (calculated as if the date of such notice were the date of the
  prepayment), setting forth the details of such computation.  Two Business Days
  prior to such prepayment, the Company shall deliver to each Holder a
  certificate of a Senior Financial Officer specifying the calculation of such
  Make-Whole Amount as of the specified prepayment date.

  8.2.    
  Allocation of Partial Prepayments.

  
           
  In the case of each partial prepayment of the
  Notes, the principal amount of the Notes to be prepaid shall be allocated
  among all of the Notes at the time outstanding in proportion, as nearly as
  practicable, to the respective unpaid principal amounts thereof not
  theretofore called for prepayment.

  8.3.     Maturity;
  Surrender, Etc.

  
           
  In the case of each prepayment of Notes
  pursuant to this Section 8, the principal amount of each Note to be prepaid
  shall mature and become due and payable on the date fixed for such prepayment,
  together with interest on such principal amount accrued to such date and the
  applicable Make-Whole Amount, if any.  From and after such date, unless the
  Company shall fail to pay such principal amount when so due and payable,
  together with the interest and Make-Whole Amount, if any, as aforesaid,
  interest on such principal amount shall cease to accrue.  Any Note paid or
  prepaid in full shall be surrendered to the Company and cancelled and shall
  not be reissued, and no Note shall be issued in lieu of any prepaid principal
  amount of any Note.

  8.4.     Purchase
  of Notes.

  
           
  The Company will not and will not permit any
  Affiliate to purchase, redeem, prepay or otherwise acquire, directly or
  indirectly, any of the outstanding Notes except upon the payment or prepayment
  of the Notes in accordance with the terms of this Agreement and the Notes. 
  The Company will promptly cancel all Notes acquired by it or any Affiliate
  pursuant to any payment, prepayment or purchase of Notes pursuant to any
  provision of this Agreement and no Notes may be issued in substitution or
  exchange for any such Notes.

  8.5.    
  Offer to Prepay Notes in the Event of a Change in Control.

  
           
  (a)     Notice of Impending Change
  in Control.  The Company shall give to each Holder prompt
  written notice of any impending Change in Control for which it has received a
  written offer or notice.

  
           
  (b)     Notice of Occurrence of
  Change in Control.  The Company will promptly after any
  Responsible Officer has knowledge of the occurrence of any Change in Control,
  give written notice of such Change in Control to each Holder.  Such notice
  shall contain and constitute an offer to prepay the Notes as described in
  clause (c) and shall be accompanied by the certificate described in clause (f)
  hereof.

  
           
  (c)     Offer to Prepay Notes. 
  The offer to prepay Notes contemplated by the foregoing clause (b) shall be an
  offer to prepay, in accordance with and subject to this Section 8.5, all, but
  not less than all, the Notes held by each Holder (in this case only, "Holder"
  in respect of any Note registered in the name of a nominee for a disclosed
  beneficial owner shall mean such beneficial owner) on a date specified in such
  offer (the "Proposed
  Prepayment Date").  Such Proposed Prepayment Date shall be not
  less than 30 days and not more than 90 days after the date of such offer (if
  the Proposed Prepayment Date shall not be specified in such offer, the
  Proposed Prepayment Date shall be the 60th day after the date of
  such offer).

  
           
  (d)     Rejection, Acceptance. 
  A Holder may accept the offer to prepay made pursuant to this Section 8.5 by
  causing a notice of such acceptance to be delivered to the Company within 60
  days after receipt of the notice required pursuant to clause (b).  A failure
  by a Holder to respond to an offer to prepay made pursuant to this Section 8.5
  within such 60-day period shall be deemed to constitute an acceptance of such
  offer by such Holder.

  
           
  (e)     Prepayment. 
  Prepayment of the Notes to be prepaid pursuant to this Section 8.5 shall be at
  101% of the principal amount of such Notes, together with interest on such
  Notes accrued to the date of prepayment.  The prepayment shall be made on the
  Proposed Prepayment Date.

  
           
  (f)     Officer's Certificate. 
  Each offer to prepay the Notes pursuant to this Section 8.5 shall be
  accompanied by a certificate, executed by a Responsible Officer of the Company
  and dated the date of such offer, specifying: (i) the Proposed Prepayment
  Date; (ii) that such offer is made pursuant to this Section 8.5; (iii) the
  principal amount of each Note offered to be prepaid; (iv) the interest that
  would be due on each Note offered to be prepaid, accrued to the Proposed
  Prepayment Date; (v) that the conditions of this Section 8.5 have been
  fulfilled; and (vi) in reasonable detail, the nature and date of the Change in
  Control.

  8.6.    
  Make-Whole Amount.

  
           
  The term 
  "Make-Whole
  Amount"
  means, with respect to any Note, an amount equal to the excess, if any, of the
  Discounted Value of the Remaining Scheduled Payments with respect to the
  Called Principal of such Note over the amount of such Called Principal, 
  provided that the Make-Whole
  Amount may in no event be less than zero.  For the purposes of determining the
  Make-Whole Amount, the following terms have the following meanings:

  
  
           
  "Called
  Principal"
  means, with respect to any Note, the principal of such Note that is to be
  prepaid pursuant to Section 8.1 or has become or is declared to be immediately
  due and payable pursuant to Section 12.1, as the context requires.

  
  
           
  "Discounted
  Value"
  means, with respect to the Called Principal of any Note, the amount obtained
  by discounting all Remaining Scheduled Payments with respect to such Called
  Principal from their respective scheduled due dates to the Settlement Date
  with respect to such Called Principal, in accordance with accepted financial
  practice and at a discount factor (as converted to reflect the periodic basis
  on which interest on such Note is payable, if payable other than on a
  semi-annual basis) equal to the Reinvestment Yield with respect to such Called
  Principal.

  
  
           
  "Reinvestment
  Yield"
  means, with respect to the Called Principal of any Note, 0.50% over the yield
  to maturity implied by (i) the yields reported, as of 10:00 A.M. (New York
  City time) on the Business Day next preceding the Settlement Date with respect
  to such Called Principal for actively traded U.S. Treasury securities having a
  maturity equal to the Remaining Average Life of such Called Principal as of
  such Settlement Date on the display designated as "Page PX1" on the Bloomberg
  Financial Market Service or such other display as may replace Page PX1 on the
  Bloomberg Financial Market Service (or if the Bloomberg Financial Market
  Service shall cease to report such yields or shall cease to be a customary
  source of information for calculating yield-maintenance amounts on privately
  placed notes then such source as is then a customary source for such
  information) or (ii) if such
  yields are not reported as of such time or the yields reported as of such time
  are not ascertainable, the Treasury Constant Maturity Series Yields reported,
  for the latest day for which such yields have been so reported as of the
  second Business Day preceding the Settlement Date with respect to such Called
  Principal, in Federal Reserve Statistical Release H.15 (519) (or any
  comparable successor publication) for actively traded U.S. Treasury securities
  having a constant maturity equal to the Remaining Average Life of such Called
  Principal as of such Settlement Date.  Such implied yield will be determined,
  if necessary, by (a) converting U.S. Treasury bill quotations to
  bond-equivalent yields in accordance with accepted financial practice and
  (b) interpolating linearly between yields reported for various maturities. 
  The Reinstatement Yield shall be rounded to that number of decimal places as
  appears in the interest rate set forth in the applicable Note.

  
  
           
  "Remaining
  Average Life"
  means, with respect to any Called Principal, the number of years (calculated
  to the nearest one-twelfth year) obtained by dividing (i) such Called
  Principal into (ii) the sum of the products obtained by multiplying (a) the
  principal component of each Remaining Scheduled Payment with respect to such
  Called Principal by (b) the number of years (calculated to the nearest
  one-twelfth year) that will elapse between the Settlement Date with respect to
  such Called Principal and the scheduled due date of such Remaining Scheduled
  Payment.

  
  
           
  "Remaining
  Scheduled Payments"
  means, with respect to the Called Principal of any Note, all payments of such
  Called Principal and interest thereon that would be due after the Settlement
  Date with respect to such Called Principal if no payment of such Called
  Principal were made prior to its scheduled due date, 
  provided that if such Settlement
  Date is not a date on which interest payments are due to be made under the
  terms of the Notes, then the amount of the next succeeding scheduled interest
  payment will be reduced by the amount of interest accrued to such Settlement
  Date and required to be paid on such Settlement Date pursuant to Section 8.1
  or 12.1.

  
  
           
  "Settlement
  Date"
  means, with respect to the Called Principal of any Note, the date on which
  such Called Principal is to be prepaid pursuant to Section 8.1 or has become
  or is declared to be immediately due and payable pursuant to Section 12.1, as
  the context requires.

  9.    
  AFFIRMATIVE COVENANTS.

  
           
  Each of Parent and the Company covenants that
  so long as any of the Notes are outstanding:

  9.1.    
  Compliance with Law.

  
           
  It will and will cause each of its
  Subsidiaries to comply with all laws, ordinances or governmental rules or
  regulations to which each of them is subject, including, without limitation,
  Environmental Laws, and will obtain and maintain in effect all licenses,
  certificates, permits, franchises and other governmental authorizations
  necessary to the ownership of their respective properties or to the conduct of
  their respective businesses, in each case to the extent necessary to ensure
  that non-compliance with such laws, ordinances or governmental rules or
  regulations or failures to obtain or maintain in effect such licenses,
  certificates, permits, franchises and other governmental authorizations could
  not, individually or in the aggregate, reasonably be expected to have a
  Material Adverse Effect.

  9.2.    
  Insurance.

  
           
  It will and will cause each of its
  Subsidiaries to maintain, with financially sound and reputable insurers,
  insurance with respect to their respective properties and businesses against
  such casualties and contingencies, of such types, on such terms and in such
  amounts (including deductibles, co-insurance and self-insurance, if adequate
  reserves are maintained with respect thereto) as is customary in the case of
  entities of established reputations engaged in the same or a similar business
  and similarly situated.

  9.3.    
  Maintenance of Properties.

  
           
  It will and will cause each of its
  Subsidiaries to maintain and keep, or cause to be maintained and kept, their
  respective properties in good repair, working order and condition (other than
  ordinary wear and tear), so that the business carried on in connection
  therewith may be properly conducted at all times, 
  provided that this Section shall
  not prevent Parent, the Company or any Subsidiary from discontinuing the
  operation and the maintenance of any of its properties if such discontinuance
  is desirable in the conduct of its business and Parent has concluded that such
  discontinuance could not, individually or in the aggregate, reasonably be
  expected to have a Material Adverse Effect.

  9.4.     Payment
  of Taxes and Claims.

  
           
  It will and will cause each of its
  Subsidiaries to file all tax returns required to be filed in any jurisdiction
  and to pay and discharge all taxes shown to be due and payable on such returns
  and all other taxes, assessments, governmental charges, or levies imposed on
  them or any of their properties, assets, income or franchises, to the extent
  such taxes and assessments have become due and payable and before they have
  become delinquent and all claims for which sums have become due and payable
  that have or might become a Lien on properties or assets of Parent, the
  Company or any Subsidiary, provided
  that neither Parent nor the Company nor any Subsidiary need pay any such tax
  or assessment or claims if (i) the amount, applicability or validity thereof
  is contested by Parent, the Company or such Subsidiary on a timely basis in
  good faith and in appropriate proceedings, and Parent, the Company or a
  Subsidiary has established adequate reserves therefor in accordance with GAAP
  on the books of Parent, the Company or such Subsidiary or (ii) the nonpayment
  of all such taxes and assessments in the aggregate could not reasonably be
  expected to have a Material Adverse Effect. 

  9.5.     Corporate
  Existence, Etc.

  
           
  It will at all times preserve and keep in full
  force and effect its corporate existence.  Subject to Sections 10.7 and 10.12,
  Parent and the Company will at all times preserve and keep in full force and
  effect the corporate existence of each of its Subsidiaries (unless merged into
  Parent, the Company or a Wholly-Owned Subsidiary) and all rights and
  franchises of Parent and the Company and its Subsidiaries unless, in the good
  faith judgment of Parent, the termination of or failure to preserve and keep
  in full force and effect such corporate existence, right or franchise could
  not, individually or in the aggregate, have a Material Adverse Effect.
  

  9.6.     Fair
  Labor Standards Act.

  
           
  It will comply with, and cause each Subsidiary
  to comply with, the provisions of the Fair Labor Standards Act of 1938, as
  amended.

  9.7.     USA
  Patriot Act.

  
           
  It will comply with the requirements of
  Executive Order No. 13224 (Sept. 23, 2001) and other similar
  requirements contained in the rules and regulations of OFAC and in any
  enabling legislation or other Executive Orders in respect thereof.

  9.8.     Covenant
  to Secure Note Equally.

  
           
  If it or any Subsidiary shall create or assume
  any Lien upon any of its property or assets, whether now owned or hereafter
  acquired, other than Liens permitted by the provisions of Section 10.4 (unless
  prior written consent to the creation or assumption thereof shall have been
  obtained pursuant to Section 17.1), it will make or cause to be made effective
  provision whereby the Notes will be secured by such Lien equally and ratably
  with any and all other Indebtedness thereby secured so long as any such other
  Indebtedness shall be so secured.

  9.9.    
  Guaranteed Obligations.

  
           
  If, at any time, after the date hereof, it or
  any of its Subsidiaries incurs or permits to exist any Indebtedness of Parent
  or the Company or other obligation of Parent or the Company Guaranteed or
  collateralized in any other manner by any other Person, except to the extent
  permitted by the provisions of Section 10.3, it will simultaneously cause such
  Person to execute and deliver to each Holder a guaranty agreement in form and
  substance reasonably satisfactory to such Holder guaranteeing payment of the
  principal amount of the Notes and any premium and interest thereon, which
  bears the same ratio to the total unpaid principal amount of the Notes as the
  amount of such other obligation which is guaranteed bears to the total unpaid
  principal amount of such other obligation, or if such other obligation is
  collateralized, to collateralize the Notes equally and ratably with such other
  obligation.  

  9.10.    No
  Integration.

  
           
  It has taken and will continue to take all
  necessary steps so that the issuance of the Notes have not and will not
  require registration under the Securities Act.  Each of Parent and the Company
  covenants that no future offer and sale of debt securities of the Company of
  any class will be made if, as a result of the doctrine of "integration", there
  is a reasonable possibility that such offer and sale would result in the loss
  of the entitlement of the Notes to the exemption from the registration
  requirements of the Securities Act.

  9.11.    Further
  Assurances.

  
           
  From time to time, each of Parent, the Company
  and each Subsidiary Guarantor shall promptly take such action and execute and
  deliver to you such additional documents, instruments, certificates, and
  agreements as the Required Holders may reasonably request from time to time to
  effectuate the purposes of the Related Documents, including perfection by
  Collateral Agent on behalf of the Secured Lender Group of a security interest
  in any Commercial Tort Claim or Letter of Credit Right and maintenance of the
  perfected status of the Security Interest at all times.

  10.   
  NEGATIVE COVENANTS.

  
           
  Each of the Parent and the Company covenants
  that so long as any of the Notes are outstanding:

  10.1.    Transactions
  with Affiliates.

  
           
  It will not and will not permit any Subsidiary
  to enter into directly or indirectly any transaction or Material group of
  related transactions (including without limitation the purchase, lease, sale
  or exchange of properties of any kind or the rendering of any service) with
  any Affiliate (other than the Company or another Subsidiary), except in the
  ordinary course and pursuant to the reasonable requirements of Parent's, the
  Company's or such Subsidiary's business and upon fair and reasonable terms no
  less favorable to Parent, the Company or such Subsidiary than would be
  obtainable in a comparable arm's-length transaction with a Person not an
  Affiliate.

  10.2.    Borrowed
  Money.

  
           
  It will not and will not permit any Subsidiary
  to create, incur or suffer to exist or assume any Indebtedness for money
  borrowed, directly or indirectly, other than (i) Subordinated Debt and (ii)
  existing Indebtedness and accommodations for Indebtedness as set forth on
  Schedule 10.2 hereto.

  10.3.    Guarantees.

  
           
  It will not Guarantee, endorse or otherwise be
  or become liable or contingently liable in connection with the obligations or
  Indebtedness of any other Person, including any Subsidiary, directly or
  indirectly, except (i) as an endorser of instruments for the payment of money
  deposited to its bank account for collection in the ordinary course of
  business; (ii) Parent and the Company may Guarantee obligations of any
  Subsidiary, in addition to the obligations described in clauses (iv), (v),
  (vi) and (vii) below, not to exceed $25,000,000 in the aggregate at any time;
  (iii) Parent and/or the Company may Guarantee obligations of Persons (other
  than Subsidiaries) not to exceed $5,000,000 in the aggregate at any time,
  (iv) Parent may Guarantee obligations of Brazing Concepts Company not to
  exceed $5,000,000, (v) Parent may Guarantee certain IRB obligations of Solar
  Group, Inc. in an aggregate principal amount not to exceed $150,000;
  (vi) Parent may Guarantee obligations of Wm. R. Hubbell Steel Corporation not
  to exceed $300,000; and (vii) Parent and each Subsidiary of the Company may
  Guarantee the obligations of the Company under the Existing Note Agreement and
  the notes issued pursuant thereto.

  10.4.    Liens.

  
           
  It will not create, incur, assume or suffer to
  exist any Lien upon any of its property, assets, income or profits, whether
  now owned or hereafter acquired, or pledge or encumber any assets, except (i)
  in favor of the Collateral Agent for the benefit of the Secured Lender Group
  and (ii) to the extent permitted by Section 10.2 and (iii) Liens set forth on
  Schedule 10.4.  Neither Parent nor the Company has entered, and so long as
  this Agreement is in effect it will not enter, into any covenant or agreement
  with any other Person that prohibits the granting or existence of a Lien in
  the personal or real property of Parent or the Company in favor of the
  Collateral Agent, as collateral agent and for the benefit of the Secured
  Lender Group.

  10.5.    Accumulated
  Funding Deficiency.

           
  
  It will not incur (i) any accumulated funding
  deficiency within the meaning of ERISA equal to five (5) percent or more of
  Consolidated Tangible Net Worth; or (ii) any liability of comparable size to
  the Pension Benefit Guaranty Corporation.

  10.6.   
  Compliance with Law.

  
           
  It will not violate any law or regulation,
  order, writ, injunction or decree of any court or governmental instrumentality
  or breach any agreement to which Parent, Company or any Subsidiary is subject
  or in default thereunder, which violation or breach would have a Material
  Adverse Effect. 

  10.7.    Expansions,
  Mergers, Acquisitions and Joint Ventures.

  
           
  It will not enter into any Expansion, or merge
  into or consolidate with, exchange or acquire the stock or assets of, or enter
  into any joint venture or partnership with, any third Person, except (i) any
  Subsidiary may merge into or consolidate with Parent or any other Subsidiary
  so long as each Holder is thereafter promptly notified of such action and such
  other Subsidiary has executed and delivered a Guaranty Agreement in favor of
  each Holder and a Security Agreement in favor of the Collateral Agent, for the
  benefit of the Secured Lender Group; and (ii) Parent or any Wholly-Owned
  Subsidiary may enter into an Expansion, may merge or consolidate with, acquire
  the stock or assets of, or enter into a joint venture or partnership with, any
  third Person if (a) each Holder is thereafter promptly notified of such
  action, (b) Parent, the Company or the Wholly-Owned Subsidiary is the
  surviving corporation, (c) immediately thereafter and after giving effect
  thereto, no Default or Event of Default exists, (d) the investments in such
  Expansions, joint ventures, partnerships and the book value of the assets of
  the third Person being merged or consolidated, together with the purchase
  price of the stock or assets being acquired, do not exceed $50,000,000.00, (e)
  the third Person with which Parent, the Company or such Subsidiary merges, or
  which Parent, the Company or such Subsidiary acquires, is in a business of a
  character already performed by Parent, the Company or such Subsidiary, as
  applicable, or of a type reasonably related thereto, and (f) if a Subsidiary
  is the surviving entity, such Subsidiary has executed and delivered a Guaranty
  Agreement in favor of each Holder and a Security Agreement to the Collateral
  Agent for the benefit of the Secured Lender Group.

  10.8.    Loans and
  Advances.

  
           
  It will not make any loans or advances to any
  Person, except (i) trade credit extended in the ordinary course of business;
  (ii) advances made in the usual course of business to officers and employees
  for travel and other out-of-pocket expenses incurred by them on behalf of
  Parent, the Company or any Subsidiaries in connection with their business;
  (iii) Parent and the Company may advance amounts from time to time to each
  other or to any Subsidiary, for working capital purposes in the ordinary
  course of business and for other purposes permitted under the other provisions
  of this Agreement which would not be in violation of any of the terms or
  provisions of this Agreement and (iv) loans and advances less than
  $10,000,000.00 in the aggregate at any one time outstanding, to Persons in a
  business of a character reasonably related to the business or operations of
  Parent  or the Company which may include but are not limited to officers or
  employees of Parent, the Company or any of its Subsidiaries.

  10.9.    Subsidiaries.

  
           
  In the case of the Company, it will not
  acquire, organize or cause to exist any Subsidiaries (other than those
  Subsidiaries listed on Schedule 5.4), unless such Subsidiary executes a
  Guaranty Agreement and Security Agreement, within the later of (i) five
  Business Days of the creation or acquisition of any such Subsidiary and (ii)
  such Subsidiary having assets of at least $100,000.  The delivery of such
  Guaranty Agreement and Security Agreement shall be accompanied by such other
  documents as you may reasonably request including, without limitation, UCC-1
  financing statements, legal opinions, constituent documents, and appropriate
  approval of the governing body of any such Subsidiary.  Upon the delivery
  thereof, such Guaranty Agreement, such Security Agreement and such other
  documents shall constitute a Related Document hereunder.

  10.10.   Dividends.

  
           
  In the case of Parent, upon the occurrence of
  and during the existence of a Default or an Event of Default, it will not
  declare or pay dividends or make any capital distributions.

  10.11.   Stock.

  
           
  In the case of Parent, it will not sell,
  convey, transfer, assign, pledge or otherwise encumber any of the stock of the
  Company or any other Subsidiary to any Person.

  10.12.   Sale of Assets.

  
           
  It will not convey, sell, transfer, lease or
  sell and lease back all or a substantial portion of its property, assets, or
  business to any other Person, except for sales of Inventory in the ordinary
  course of business.  For purposes of this Section 10.12, "substantial portion"
  shall mean any and all purchases or transfer prices in excess of fifteen (15%)
  percent of Parent's Total Assets on a Consolidated basis in the aggregate in
  any one fiscal year, and any transaction shall be permissible only if no
  Default shall occur as a result of the transaction.

  10.13.   Interest Coverage
  Ratio.

  
           
  It will not permit, in the case of Parent on a
  Consolidated basis, the ratio of EBITDA 
  minus Capital Expenditures (excluding Capital Expenditures made in
  connection with permitted acquisitions) to interest payable on Total
  Liabilities, calculated on an annual rolling basis of four fiscal quarters to
  be less than 3.00 to 1.00 as of the last day of any fiscal quarter.

  10.14.   Net Worth.

  
           
  It will not permit, in the case of Parent on a
  Consolidated basis, the Net Worth as of the last day of any fiscal year to be
  less than $220,000,000 plus, to
  the extent a positive number, 50% of its Consolidated Net Income (as defined
  below).  Consolidated Net Income means net income of Parent on a Consolidated
  basis for each completed fiscal year beginning with the fiscal year ended
  December 31, 2002.

  10.15.   Senior Funded Debt/EBITDA.

  
           
  It will not permit, in the case of Parent on a
  Consolidated basis, the ratio of Senior Funded Debt to EBITDA as of the last
  day of any fiscal quarter, to be greater than 3.25 to 1.0, such calculations
  to be based on annual rolling basis of four fiscal quarters.

  
  10.16.   Adjusted Debt/EBITDA.

  
           
  It will not permit, in the case of Parent on a
  Consolidated Basis, the ratio of (a) Adjusted Debt, less the sum of the
  Company's Consolidated cash and Consolidated Cash Equivalents over $1,000,000
  and up to and including $8,000,000 to (b) EBITDA, as of the last  day of any
  fiscal quarter, to be greater than 3.75 to 1.0, such calculations to be based
  on an annual rolling basis of four fiscal quarters."

  10.17.   Optional Payments
  of Subordinated Debt.

  
           
  It will not make any optional payment of
  principal of or interest on any Subordinated Debt.

  10.18.   Environmental
  Compliance.

  
           
  It will not cause or permit any change to be
  made in the present or intended use of any property owned, leased or operated
  by Parent, the Company or any Subsidiary which would (i) involve the storage,
  treatment, generation, transportation, processing, handling, production or
  disposal of any Hazardous Substance or the use of any such property as a
  landfill or other waste disposal site or for the storage of petroleum or
  petroleum based products (except in compliance with applicable Environmental
  Laws), (ii) violate any applicable Environmental Laws, or (iii) constitute
  non-compliance with any Environmental Permit.

  11.     EVENTS OF
  DEFAULT.

  
           
  An 
  "Event of
  Default"
  shall exist if any of the following conditions or events shall occur and be
  continuing:

  
           
  (a)     the Company defaults in the payment of any
  principal or Make-Whole Amount, if any, on any Note when the same becomes due
  and payable, whether at maturity or at a date fixed for prepayment or by
  declaration or otherwise, or defaults in the payment of any fees or (except as
  provided in clause (b) below) other amounts payable hereunder or under any
  other Related Document when the same becomes due and payable; or

  
           
  (b)     the Company defaults in the payment of any
  interest on any Note for more than two Business Days after the same becomes
  due and payable; or

  
           
  (c)     Parent or the Company defaults in the performance
  of or compliance with any term contained in Section 10; or

  
           
  (d)     Parent or the Company defaults in the performance
  of or compliance with any term contained herein (other than those referred to
  in paragraphs (a), (b) and (c) of this Section 11) and such default is not
  remedied within 20 days after the earlier of (i) a Responsible Officer
  obtaining actual knowledge of such default and (ii) the Company receiving
  written notice of such default from any Holder (any such written notice to be
  identified as a 
  "notice
  of default"
  and to refer specifically to this paragraph (c) of Section 11); or

  
           
  (e)     any representation or warranty made in writing by
  or on behalf of Parent, the Company or by any officer of Parent or the Company
  in this Agreement or in any writing furnished in connection with the
  transactions contemplated hereby proves to have been false or incorrect in any
  material respect on the date as of which made; or

  
           
  (f)     (i)  Parent, the Company or any Subsidiary is in
  default (as principal or as guarantor or other surety) in the payment of any
  principal of or premium or make-whole amount or interest on any Indebtedness
  that is outstanding in an aggregate principal amount of at least $5,000,000
  beyond any period of grace provided with respect thereto, or (ii) Parent, the
  Company or any Subsidiary is in default in the performance of or compliance
  with any term of any evidence of any Indebtedness in an aggregate outstanding
  principal amount of at least $5,000,000 (other than any judgment for which it
  is fully insured as acknowledged by the insurance carrier) or of any mortgage,
  indenture or other agreement relating thereto or any other condition exists,
  and as a consequence of such default or condition such Indebtedness has
  become, or has been declared (or one or more Persons are entitled to declare
  such Indebtedness to be), due and payable before its stated maturity or before
  its regularly scheduled dates of payment, or (iii) as a consequence of the
  occurrence or continuation of any event or condition (other than the passage
  of time or the right of the holder of Indebtedness to convert such
  Indebtedness into equity interests), (x) Parent, the Company or any Subsidiary
  has become obligated to purchase or repay Indebtedness before its regular
  maturity or before its regularly scheduled dates of payment in an aggregate
  outstanding principal amount of at least $5,000,000, or (y) one or more
  Persons have the right to require Parent, the Company or any Subsidiary so to
  purchase or repay such Indebtedness; or

  
           
  (g)     any of Parent, the Company or any Subsidiary (i) is
  generally not paying, or admits in writing its inability to pay, its debts as
  they become due, (ii) files, or consents by answer or otherwise to the filing
  against it of, a petition for relief or reorganization or arrangement or any
  other petition in bankruptcy, for liquidation or to take advantage of any
  bankruptcy, insolvency, reorganization, moratorium or other similar law of any
  jurisdiction, (iii) makes an assignment for the benefit of its creditors,
  (iv) consents to the appointment of a custodian, receiver, trustee or other
  officer with similar powers with respect to it or with respect to any
  substantial part of its property, (v) is adjudicated as insolvent or to be
  liquidated, or (vi) takes corporate action for the purpose of any of the
  foregoing; or

  
           
  (h)    a court or governmental authority of competent
  jurisdiction enters an order appointing, without consent by Parent, the
  Company or any of its Subsidiaries, a custodian, receiver, trustee or other
  officer with similar powers with respect to it or with respect to any
  substantial part of its property, or constituting an order for relief or
  approving a petition for relief or reorganization or any other petition in
  bankruptcy or for liquidation or to take advantage of any bankruptcy or
  insolvency law of any jurisdiction, or ordering the dissolution, winding-up or
  liquidation of Parent, the Company or any of its Subsidiaries, or any such
  petition shall be filed against Parent, the Company or any of its Subsidiaries
  and such petition shall not be dismissed within 60 days; or

  
           
  (i)     a final judgment or judgments for the payment of
  money aggregating in excess of $5,000,000 are rendered against one or more of
  Parent, the Company and its Subsidiaries and which judgments are not, within
  60 days after entry thereof, bonded, discharged or stayed pending appeal, or
  are not discharged within 60 days after the expiration of such stay; or

  
           
  (j)    
  if (i) any Plan shall fail to satisfy the minimum
  funding standards of ERISA or the Code for any plan year or part thereof or a
  waiver of such standards or extension of any amortization period is sought or
  granted under section 412 of the Code, (ii) a notice of intent to
  terminate any Plan shall have been or is reasonably expected to be filed with
  the PBGC or the PBGC shall have instituted proceedings under ERISA section
  4042 to terminate or appoint a trustee to administer any Plan or the PBGC
  shall have notified Parent or any ERISA Affiliate that a Plan may become a
  subject of any such proceedings, (iii) the aggregate "amount of unfunded
  benefit liabilities" (within the meaning of section 4001(a)(18) of ERISA)
  under all Plans, determined in accordance with Title IV of ERISA, shall exceed
  $250,000, (iv) Parent or any ERISA Affiliate shall have incurred or is
  reasonably expected to incur any liability pursuant to Title I or IV of ERISA
  or the penalty or excise tax provisions of the Code relating to employee
  benefit plans, (v) Parent or any ERISA Affiliate withdraws from any
  Multiemployer Plan, or (vi) Parent or any Subsidiary establishes or amends any
  employee welfare benefit plan that provides post-employment welfare benefits
  in a manner that would increase the liability of Parent or any Subsidiary
  thereunder; and any such event or events described in clauses (i) through (vi)
  above, either individually or together with any other such event or events,
  could reasonably be expected to have a Material Adverse Effect. 
   

  
  As used in Section 11(i), the terms "employee
  benefit plan" and "employee
  welfare benefit plan" shall have the respective meanings
  assigned to such terms in section 3 of ERISA.

  
           
  (k)     any of Parent, the Company or any Subsidiary
  Guarantor shall fail to comply with the terms of any Related Document to which
  it is a party beyond applicable grace periods, if any, specified in such
  Related Document; or

  
           
  (l)     any of Parent or the Company or any Subsidiary
  Guarantor or any other Person shall disavow or attempt to terminate any or all
  of the Guaranty Agreements or any or all of the Guaranty Agreements shall
  cease to be in full force and effect in whole or in part for any reason
  whatsoever or any of Parent or the Company or any Subsidiary Guarantor shall
  so assert in writing; or

  
           
  (m)    
  all of any portion of the Security Interest
  granted to the Collateral Agent on behalf of the Secured Lender Group pursuant
  to each Security Agreement shall fail at any time to constitute a first
  priority security interest in or assignment of the collateral described in
  such Security Agreements subject only to Liens permitted thereunder or the
  Security Agreements shall cease to be in full force and effect in whole or in
  part for any reason whatsoever or any of Parent or the Company or any
  Subsidiary Guarantor shall so assert in writing.

  12.    
  REMEDIES ON DEFAULT, ETC.

  12.1.   Acceleration.

  
           
  (a)     If an Event of Default with respect to the Company
  described in paragraph (g) or (h) of Section 11 (other than an Event of
  Default described in clause (i) of paragraph (g) or described in clause (vi)
  of paragraph (f) by virtue of the fact that such clause encompasses clause (i)
  of paragraph (g)) has occurred, all the Notes then outstanding shall
  automatically become immediately due and payable and the Facility
  automatically shall be cancelled, such that no further Notes will be issued
  hereunder and the Cancellation Fee applicable to any Notes not then issued
  shall automatically become immediately due and payable.

  
           
  (b)     If any other Event of Default has occurred and is
  continuing, any Holder or Holders of more than 25% in principal amount of the
  Notes at the time outstanding may at any time at its or their option, by
  notice or notices to the Company, declare all the Notes then outstanding to be
  immediately due and payable and cancel the Facility, such that no further
  Notes will be issued hereunder and the Cancellation Fee applicable to any
  Notes not then issued shall be immediately due and payable.

  
           
  (c)     If any Event of Default described in paragraph (a)
  of Section 11 has occurred and is continuing, any Holder or Holders of Notes
  at the time outstanding affected by such Event of Default may at any time, at
  its or their option, by notice or notices to the Company, declare all the
  Notes held by it or them to be immediately due and payable and cancel the
  Facility.

  
           
  Upon any Notes becoming due and payable under
  this Section 12.1, whether automatically or by declaration, such Notes will
  forthwith mature and the entire unpaid principal amount of such Notes, 
  plus (x) all accrued and unpaid
  interest thereon, (y) the Cancellation Fee with respect to all Notes not then
  issued, (z) the Make-Whole Amount determined in respect of such principal
  amount and (aa) all other fees and  amounts payable hereunder or under any of
  the Related Documents, shall all be immediately due and payable, in each and
  every case without presentment, demand, protest or further notice, all of
  which are hereby waived.  The Company acknowledges, and the parties hereto
  agree, that each Holder has the right to maintain its investment in the Notes
  free from repayment by the Company (except as herein specifically provided
  for) and that the provision for payment of a Make-Whole Amount by the Company
  in the event that the Notes are prepaid or are accelerated as a result of an
  Event of Default, is intended to provide compensation for the deprivation of
  such right under such circumstances.

  12.2.    Other
  Remedies.

  
           
  If any Default or Event of Default has
  occurred and is continuing, and irrespective of whether any Notes have become
  or have been declared immediately due and payable under Section 12.1, the
  Holder at the time outstanding may proceed to protect and enforce the rights
  of such Holder by an action at law, suit in equity or other appropriate
  proceeding, whether for the specific performance of any agreement contained
  herein or in any Note, or for an injunction against a violation of any of the
  terms hereof or thereof, or in aid of the exercise of any power granted hereby
  or thereby or by law or otherwise.

  12.3.    Rescission.

  
           
  At any time after any Notes have been declared
  due and payable pursuant to clause (b) or (c) of Section 12.1, the Holders of
  not less than 51% in principal amount of the Notes then outstanding, by
  written notice to the Company, may rescind and annul any such declaration and
  its consequences if (a) the Company has paid all overdue interest on the
  Notes, all principal of and Make-Whole Amount, if any, on any Notes, and all
  fees and other amounts that are due and payable and are unpaid other than by
  reason of such declaration, and all interest on such overdue principal and
  Make-Whole Amount, if any, and fees and other amounts and (to the extent
  permitted by applicable law) any overdue interest in respect of the Notes, at
  the Default Rate, (b) all Events of Default and Defaults, other than
  non-payment of amounts that have become due solely by reason of such
  declaration, have been cured or have been waived pursuant to Section 17, and
  (c) no judgment or decree has been entered for the payment of any monies due
  pursuant hereto or to the Notes.  No rescission and annulment under this
  Section 12.3 will extend to or affect any subsequent Event of Default or
  Default or impair any right consequent thereon.

  12.4.    No Waivers or
  Election of Remedies, Expenses, Etc.

  
           
  No course of dealing and no delay on the part
  of any Holder in exercising any right, power or remedy shall operate as a
  waiver thereof or otherwise prejudice such Holder's rights, powers or
  remedies.  No right, power or remedy conferred by this Agreement or by any
  Note upon any Holder thereof shall be exclusive of any other right, power or
  remedy referred to herein or therein or now or hereafter available at law, in
  equity, by statute or otherwise.  Without limiting the obligations of the
  Company under Section 15, the Company will pay to the Holder of each Note on
  demand such further amount as shall be sufficient to cover all costs and
  expenses of such Holder incurred in any enforcement or collection under this
  Section 12, including, without limitation, reasonable attorneys' fees,
  expenses and disbursements.

  13.    
  REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES.

  
  13.1.    Registration of Notes.

  
           
  The Company shall keep at its principal
  executive office a register for the registration and registration of transfers
  of Notes.  The name and address of each Holder, each transfer thereof and the
  name and address of each transferee of one or more Notes shall be registered
  in such register.  Prior to due presentment for registration of transfer, the
  Person in whose name any Note shall be registered shall be deemed and treated
  as the owner and Holder thereof for all purposes hereof, and the Company shall
  not be affected by any notice or knowledge to the contrary.  The Company shall
  give to any Holder that is an Institutional Investor promptly upon request therefor, a complete and correct copy of the names and addresses of all
  registered Holders.

  13.2.    Transfer and
  Exchange of Notes.

  
           
  Upon surrender of any Note at the principal
  executive office of the Company for registration of transfer or exchange (and
  in the case of a surrender for registration of transfer, duly endorsed or
  accompanied by a written instrument of transfer duly executed by the
  registered holder of such Note or his attorney duly authorized in writing and
  accompanied by the address for notices of each transferee of such Note or part
  thereof), the Company shall execute and deliver, at the Company's expense
  (except as provided below), one or more new Notes (as requested by the Holder
  thereof) in exchange therefor, in an aggregate principal amount equal to the
  unpaid principal amount of the surrendered Note.  Each such new Note shall be
  payable to such Person as such Holder may request and shall be substantially
  in the form of Exhibit 1.  Each such new Note shall be dated and bear interest
  from the date to which interest shall have been paid on the surrendered Note
  or dated the date of the surrendered Note if no interest shall have been paid
  thereon.  The Company may require payment of a sum sufficient to cover any
  stamp tax or governmental charge imposed in respect of any such transfer of
  Notes.  Notes shall not be transferred in denominations of less than $100,000,
  provided that if necessary to
  enable the registration of transfer by a Holder of its entire holding of
  Notes, one Note may be in a denomination of less than $100,000.  Any
  transferee, by its acceptance of a Note registered in its name (or the name of
  its nominee), shall be deemed to have made the representation set forth in
  Section 6.2.

  13.3.   Replacement of
  Notes.

  
           
  Upon receipt by the Company of evidence
  reasonably satisfactory to it of the ownership of and the loss, theft,
  destruction or mutilation of any Note (which evidence shall be, in the case of
  an Institutional Investor, notice from such Institutional Investor of such
  ownership and such loss, theft, destruction or mutilation), and

  
           
  (a)     in the case of loss, theft or destruction, of
  indemnity reasonably satisfactory to it (provided
  that if the Holder is, or is a nominee for, an original Purchaser or another
  Holder with a minimum net worth of at least $50,000,000, such Person's own
  unsecured agreement of indemnity shall be deemed to be satisfactory), or

  
           
  (b)     in the case of mutilation, upon surrender and
  cancellation thereof, 
  the Company at its own expense shall execute
  and deliver, in lieu thereof, a new Note, dated and bearing interest from the
  date to which interest shall have been paid on such lost, stolen, destroyed or
  mutilated Note or dated the date of such lost, stolen, destroyed or mutilated
  Note if no interest shall have been paid thereon.

  14.    
  PAYMENTS ON NOTES.

  14.1.    Place of
  Payment.

  
           
  Subject to Section 14.2, payments of
  principal, Make-Whole Amount, if any, interest becoming due and payable on the
  Notes and all fees and other amounts payable hereunder or under any of the
  other Related Documents shall be made in New York, New York at
  the principal office of Bank of New York in such jurisdiction.  The Company
  may at any time, by notice to each Holder, change the place of payment of the
  Notes and such other amounts so long as such place of payment shall be either
  the principal office of the Company in such jurisdiction or the principal
  office of a bank or trust company in such jurisdiction.

  14.2.    Home Office
  Payment.

  
           
  So long as you or your nominee shall be the
  Holder, and notwithstanding anything contained in Section 14.1 or in such Note
  to the contrary, the Company will pay all sums becoming due on such Note for
  principal, Make-Whole Amount, if any, interest and all fees and other amounts
  payable hereunder or under any of the other Related Documents by the method
  and at the address specified for such purpose below your name in Schedule A,
  or by such other method or at such other address as you shall have from time
  to time specified to the Company in writing for such purpose, without the
  presentation or surrender of such Note or the making of any notation thereon,
  except that upon written request of the Company made concurrently with or
  reasonably promptly after payment or prepayment in full of any Note, you shall
  surrender such Note for cancellation, reasonably promptly after any such
  request, to the Company at its principal executive office or at the place of
  payment most recently designated by the Company pursuant to Section 14.1. 
  Prior to any sale or other disposition of any Note held by you or your nominee
  you will, at your election, either endorse thereon the amount of principal
  paid thereon and the last date to which interest has been paid thereon or
  surrender such Note to the Company in exchange for a new Note or Notes
  pursuant to Section 13.2.  The Company will afford the benefits of this
  Section 14.2 to any Institutional Investor that is the direct or indirect
  transferee of any Note purchased by you under this Agreement and that has made
  the same agreement relating to such Note as you have made in this Section
  14.2.

  15.    
  EXPENSES, ETC.

  15.1.    Transaction
  Expenses.

  
           
  Whether or not the transactions contemplated
  hereby are consummated, the Company will pay all costs and expenses (including
  reasonable attorneys' fees of a special counsel and, if reasonably required,
  local or other counsel) incurred by you or another Holder in connection with
  such transactions and in connection with any amendments, waivers or consents
  under or in respect of this Agreement or the Notes or any other Related
  Document (whether or not such amendment, waiver or consent becomes effective),
  including, without limitation: (a) the costs and expenses incurred in
  enforcing or defending (or determining whether or how to enforce or defend)
  any rights under this Agreement or the Notes or any other Related Document or
  in responding to any subpoena or other legal process or informal investigative
  demand issued in connection with this Agreement or the Notes or any other
  Related Document, or by reason of being a Holder, and (b) the costs and
  expenses, including financial advisors' fees, incurred in connection with the
  insolvency or bankruptcy of Parent, the Company or any Subsidiary or in
  connection with any work-out or restructuring of the transactions contemplated
  hereby and by the Notes and the Related Documents.  The Company will pay, and
  will save you and each other Holder harmless from, all claims in respect of
  any fees, costs or expenses if any, of brokers and finders.

  15.2.    Survival.

  
           
  The obligations of the Company under this
  Section 15 will survive the payment or transfer of any Note, the enforcement,
  amendment or waiver of any provision of this Agreement or the Notes, and the
  termination of this Agreement.

  16.    
  SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT.

  
           
  All representations and warranties contained
  herein shall survive the execution and delivery of this Agreement and the
  Notes, the purchase or transfer by you of any Note or portion thereof or
  interest therein and the payment of any Note, and may be relied upon by any
  subsequent holder of a Note, regardless of any investigation made at any time
  by or on behalf of you or any other Holder.  All statements contained in any
  certificate or other instrument delivered by or on behalf of the Company
  pursuant to this Agreement  shall be deemed representations and warranties of
  the Company under this Agreement.  Subject to the preceding sentence, this
  Agreement and the Notes embody the entire agreement and understanding between
  you and the Company and supersede all prior agreements and understandings
  relating to the subject matter hereof.

  17.    
  AMENDMENT AND WAIVER.

  17.1.    Requirements.

  
           
  This Agreement and the Notes may be amended,
  and the observance of any term hereof or of the Notes may be waived (either
  retroactively or prospectively), with (and only with) the written consent of
  the Company and the Required Holders, except that (a) no amendment or waiver
  of any of the provisions of Section 1, 2, 4, 5, 6 or 21 hereof, or any defined
  term (as it is used therein), will be effective as to you unless consented to
  by you in writing, and (b) no such amendment or waiver may, without the
  written consent of the Holder at the time outstanding affected thereby, (i) subject
  to the provisions of Section 12 relating to acceleration or rescission, change
  the amount or time of any prepayment or payment of principal of, or reduce the
  rate or change the time of payment or method of computation of interest or of
  the Make-Whole Amount on, the Notes, (ii) change the percentage of the
  principal amount of the Notes the Holders of which are required to consent to
  any such amendment or waiver, or (iii) amend any of Sections 8, 11(a), 11(b),
  12, 17 or 20.

  17.2.   
  Solicitation of Holders.

  
           
  (a)     Solicitation. 
  The Company will provide each Holder (irrespective of the amount of Notes then
  owned by it) with sufficient information, sufficiently far in advance of the
  date a decision is required, to enable such Holder to make an informed and
  considered decision with respect to any proposed amendment, waiver or consent
  in respect of any of the provisions hereof or of the Notes.  The Company will
  deliver executed or true and correct copies of each amendment, waiver or
  consent effected pursuant to the provisions of this Section 17 to each Holder
  of outstanding Notes promptly following the date on which it is executed and
  delivered by, or receives the consent or approval of, the requisite Holders.

  
           
  (b)     Payment. 
  The Company will not directly or indirectly pay or cause to be paid any
  remuneration, whether by way of supplemental or additional interest, fee or
  otherwise, or grant any security, to any Holder as consideration for or as an
  inducement to the entering into by any Holder or any waiver or amendment of
  any of the terms and provisions hereof unless such remuneration is
  concurrently paid, or security is concurrently granted, on the same terms,
  ratably to each Holder then outstanding even if such Holder did not consent to
  such waiver or amendment.

  17.3.    Binding
  Effect, Etc.

  
           
  Any amendment or waiver consented to as
  provided in this Section 17 applies equally to all Holders and is binding upon
  them and upon each future holder of any Note and upon the Company without
  regard to whether such Note has been marked to indicate such amendment or
  waiver.  No such amendment or waiver will extend to or affect any obligation,
  covenant, agreement, Default or Event of Default not expressly amended or
  waived or impair any right consequent thereon.  No course of dealing between
  the Company and the Holder nor any delay in exercising any rights hereunder or
  under any Note shall operate as a waiver of any rights of any Holder.  As used
  herein, the term 
  "this
  Agreement"
  and references thereto shall mean this Agreement as it may from time to time
  be amended or supplemented.

  17.4.    Notes held by
  Company, Etc.

  
           
  Solely for the purpose of determining whether
  the Holders of the requisite percentage of the aggregate principal amount of
  Notes then outstanding approved or consented to any amendment, waiver or
  consent to be given under this Agreement or the Notes, or have directed the
  taking of any action provided herein or in the Notes to be taken upon the
  direction of the Holders of a specified percentage of the aggregate principal
  amount of Notes then outstanding, Notes directly or indirectly owned by the
  Company or any of its Affiliates shall be deemed not to be outstanding.

  18.    
  NOTICES.

  
           
  All notices and communications provided for
  hereunder shall be in writing and sent (a) by telecopy if the sender on the
  same day sends a confirming copy of such notice by a recognized overnight
  delivery service (charges prepaid), or (b) by registered or certified mail
  with return receipt requested (postage prepaid), or (c) by a recognized
  overnight delivery service (with charges prepaid).  Any such notice must be
  sent:

                      (i)     if to you or your nominee, to you or it at the
  address specified for such communications in Schedule A, or at such other
  address as you or it shall have specified to the Company in writing,

                      (ii)   
  if to any other Holder of any Note, to such Holder
  at such address as such other Holder shall have specified to the Company in
  writing, or

  
                     
  (iii)   if to the Company, to the Company at its address
  set forth at the beginning hereof to the attention of John E. Flint, or at
  such other address as the Company shall have specified to each Holder in
  writing.

  
  Notices under this Section 18 will be deemed
  given only when actually received.

  19.    
  REPRODUCTION OF DOCUMENTS.

  
           
  This Agreement and all documents relating
  thereto, including, without limitation, (a) consents, waivers and
  modifications that may hereafter be executed, (b) documents received by you at
  the Closing (except the Notes themselves), and (c) financial statements,
  certificates and other information previously or hereafter furnished to you,
  may be reproduced by you by any photographic, photostatic, microfilm,
  microcard, miniature photographic or other similar process and you may destroy
  any original document so reproduced.  The Company agrees and stipulates that,
  to the extent permitted by applicable law, any such reproduction shall be
  admissible in evidence as the original itself in any judicial or
  administrative proceeding (whether or not the original is in existence and
  whether or not such reproduction was made by you in the regular course of
  business) and any enlargement, facsimile or further reproduction of such
  reproduction shall likewise be admissible in evidence.  This Section 19 shall
  not prohibit the Company or any other Holder from contesting any such
  reproduction to the same extent that it could contest the original, or from
  introducing evidence to demonstrate the inaccuracy of any such reproduction.

  20.    
  CONFIDENTIAL INFORMATION.

  
           
  For the purposes of this Section 20, 
  "Confidential
  Information"
  means information delivered to you by or on behalf of Parent, the Company or
  any Subsidiary in connection with the transactions contemplated by or
  otherwise pursuant to this Agreement that is proprietary in nature and that
  was clearly marked or labeled or otherwise adequately identified when received
  by you as being confidential information of Parent, the Company or such
  Subsidiary, provided that such
  term does not include information that (a) was publicly known or otherwise
  known to you prior to the time of such disclosure, (b) subsequently becomes
  publicly known through no act or omission by you or any person acting on your
  behalf, (c) otherwise becomes known to you other than through disclosure by
  Parent, the Company or any Subsidiary or (d) constitutes financial statements
  delivered to you under Section 7.1 that are otherwise publicly available.  You
  will maintain the confidentiality of such Confidential Information in
  accordance with procedures adopted by you in good faith to protect
  confidential information of third parties delivered to you, 
  provided that you may deliver or
  disclose Confidential Information to (i) your directors, officers, employees,
  agents, attorneys and affiliates (to the extent such disclosure reasonably
  relates to the administration of the investment represented by your Notes),
  (ii) your financial advisors and other professional advisors who agree to hold
  confidential the Confidential Information substantially in accordance with the
  terms of this Section 20, (iii) any other Holder, (iv) any Institutional
  Investor to which you sell or offer to sell such Note or any part thereof or
  any participation therein (if such Person has agreed in writing prior to its
  receipt of such Confidential Information to be bound by the provisions of this
  Section 20), (v) any Person from which you offer to purchase any security of
  the Company (if such Person has agreed in writing prior to its receipt of such
  Confidential Information to be bound by the provisions of this Section 20),
  (vi) any federal or state regulatory authority having jurisdiction over you,
  (vii) the National Association of Insurance Commissioners or any similar
  organization, or any nationally recognized rating agency that requires access
  to information about your investment portfolio or (viii) any other Person to
  which such delivery or disclosure may be necessary or appropriate (w) to
  effect compliance with any law, rule, regulation or order applicable to you,
  (x) in response to any subpoena or other legal process, (y) in connection with
  any litigation to which you are a party or (z) if an Event of Default has
  occurred and is continuing, to the extent you may reasonably determine such
  delivery and disclosure to be necessary or appropriate in the enforcement or
  for the protection of the rights and remedies under your Notes and this
  Agreement.  In the event Prudential or any of the Prudential Affiliates
  are requested or required (by oral questions, interrogatories, requests for
  information or documents in legal proceedings, subpoenas, civil investigative
  demands or similar process), in connection with any proceeding, to disclose
  any Confidential Information, they will, unless prohibited by law, rule or
  regulation, provide Parent with notice of any such request or requirement so
  that Parent may seek a protective order or other appropriate remedy.  In the
  event such protective order or other remedy is not obtained and upon written
  request from Parent, Prudential or such Prudential Affiliate will use
  reasonable efforts to obtain assurances that confidential treatment will be
  accorded to such information; provided, however, that all legal fees and costs
  and any other expense incurred in connection with such efforts shall be paid
  by Parent.  Each Holder, by its acceptance of a Note, will be deemed to have
  agreed to be bound by and to be entitled to the benefits of this Section 20 as
  though it were a party to this Agreement.  On reasonable request by Parent or
  the Company in connection with the delivery to any Holder of information
  required to be delivered to such Holder under this Agreement or requested by
  such Holder (other than a holder that is a party to this Agreement or its
  nominee), such Holder will enter into an agreement with Parent or the Company,
  as the case may be, embodying the provisions of this Section 20.

  21.    
  SUBSTITUTION OF PURCHASER.

  
           
  You shall have the right to substitute any
  Prudential Affiliate as the purchaser of the Notes that you have agreed to
  purchase hereunder, by written notice to the Company, which notice shall be
  signed by both you and such Prudential Affiliate, shall contain such
  Prudential Affiliate's agreement to be bound by this Agreement and shall
  contain a confirmation by such Prudential Affiliate of the accuracy with
  respect to it of the representations set forth in Section 6.  Upon receipt of
  such notice, wherever the word "you" is used in this Agreement (other than in
  this Section 21), such word shall be deemed to refer to such Prudential
  Affiliate in lieu of you.  In the event that such Prudential Affiliate is so
  substituted as a purchaser hereunder and such Prudential Affiliate thereafter
  transfers to you all of the Notes then held by such Prudential Affiliate, upon
  receipt by the Company of notice of such transfer, wherever the word "you" is
  used in this Agreement (other than in this Section 21), such word shall no
  longer be deemed to refer to such Prudential Affiliate, but shall refer to
  you, and you shall have all the rights of an original holder of the Notes
  under this Agreement.

  22.    
  MISCELLANEOUS

  
  22.1.    Successors and Assigns.

           
  
  All covenants and other agreements contained
  in this Agreement by or on behalf of any of the parties hereto bind and inure
  to the benefit of their respective successors and assigns (including, without
  limitation, any subsequent holder of a Note) whether so expressed or not.

  22.2.    Payments Due
  on Non-Business Days.

  
           
  Anything in this Agreement or the Notes to the
  contrary notwithstanding, any payment of principal of or Make-Whole Amount or
  interest on any Note or any fee or other amount payable hereunder or under any
  of the other Related Documents that is due on a date other than a Business Day
  shall be made on the next succeeding Business Day without including the
  additional days elapsed in the computation of the interest payable on such
  next succeeding Business Day.

  22.3.    Severability.

  
           
  Any provision of this Agreement that is
  prohibited or unenforceable in any jurisdiction shall, as to such
  jurisdiction, be ineffective to the extent of such prohibition or
  unenforceability without invalidating the remaining provisions hereof, and any
  such prohibition or unenforceability in any jurisdiction shall (to the full
  extent permitted by law) not invalidate or render unenforceable such provision
  in any other jurisdiction.

  22.4.    Construction.

  
           
  Each covenant contained herein shall be
  construed (absent express provision to the contrary) as being independent of
  each other covenant contained herein, so that compliance with any one covenant
  shall not (absent such an express contrary provision) be deemed to excuse
  compliance with any other covenant.  Where any provision herein refers to
  action to be taken by any Person, or which such Person is prohibited from
  taking, such provision shall be applicable whether such action is taken
  directly or indirectly by such Person.

  22.5.    Counterparts.

  
           
  This Agreement may be executed in any number
  of counterparts, each of which shall be an original but all of which together
  shall constitute one instrument.  Each counterpart may consist of a number of
  copies hereof, each signed by less than all, but together signed by all, of
  the parties hereto.

  22.6.   
  Governing Law/Submission to Jurisdiction/Waiver of Jury.

  
           
  (a)     This Agreement shall be construed and enforced in
  accordance with, and the rights of the parties shall be governed by, the law
  of the State of New York excluding choice-of-law principles of the law of such
  State that would require the application of the laws of a jurisdiction other
  than such State.

  
           
  (b)     EACH HOLDER AND
  EACH OF PARENT AND THE COMPANY HEREBY SUBMITS TO THE JURISDICTION OF THE
  COURTS (FEDERAL AND STATE) OF THE STATE OF NEW YORK, AND IRREVOCABLY AGREES
  THAT, SUBJECT TO THE SOLE AND ABSOLUTE ELECTION OF THE REQUIRED HOLDERS, ALL
  ACTIONS OR PROCEEDINGS RELATING TO THIS AGREEMENT OR THE NOTES OR ANY OTHER
  RELATED DOCUMENT SHALL BE LITIGATED IN SUCH COURTS, AND SUCH HOLDER, PARENT
  AND THE COMPANY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION
  WHICH IT MAY HAVE BASED ON IMPROPER VENUE OR FORUM NON CONVENIENS TO THE
  CONDUCT OF ANY PROCEEDING IN ANY SUCH COURT.

  
           
  (c)    
  EACH PARTY
  HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY
  RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR
  INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER RELATED
  DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT,
  TORT OR ANY OTHER THEORY).  EACH PARTY HERETO (i) CERTIFIES THAT NO
  REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED,
  EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF
  LITIGATION, SEEK TO ENFORCE THE FORGOING WAIVER AND (ii) ACKNOWLEDGES THAT IT
  AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT
  BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
  ELECTION.

  22.7.   
  Capitalized Terms/Interpretation.

  
           
  (a)     Certain capitalized terms used in this Agreement
  are defined in Schedule B.

  
           
  (b)     References
  to a "Schedule" or an "Exhibit"
  are, unless otherwise specified, to a Schedule or an Exhibit attached to this
  Agreement.

  

            (c)     All accounting terms not otherwise defined herein
  have the meanings assigned to them in accordance with GAAP consistent with
  those applied in the preparation of the audited Consolidated financial
  statements of Parent and its Subsidiaries referred to in this Agreement.
  Capitalized words not otherwise defined in this Agreement shall have the
  meanings set forth in the New York Uniform Commercial Code as in effect on the
  date of this Agreement.

  
  *   
  *    *    *    *



  
            If you
  are in agreement with the foregoing, please sign the form of agreement on the
  accompanying counterpart of this Agreement and return it to the Company,
  whereupon the foregoing shall become a binding agreement between you and the
  Company.

  
   

  
  Very
  truly yours,

 

  
  
  GIBRALTAR STEEL CORPORATION

   

  
  By                                                       
  

                                                                              John E.
  Flint

                                                                           Vice
  President

  
    

  
  
  GIBRALTAR STEEL CORPORATION
  OF NEW YORK

 

  
  By                                                       
  

  John E.
  Flint

  Vice
  President

  
   The
  foregoing is hereby

  agreed
  to as of the

  date
  thereof.

  
   

  
  
  THE PRUDENTIAL INSURANCE 

      COMPANY OF
  AMERICA

  
   By: 
                                                       
  

              Vice President

  
  
  PRUCO LIFE INSURANCE
  COMPANY

  
  By: 
                                                       
  

              Vice President

  





 


  
  
  SCHEDULE A 

  
  
  INFORMATION RELATING TO
  PURCHASERS

   

  	
      
      Name
      and Address of Purchaser
	
      
       
	
      
      
      Aggregate Principal Amount of

      Notes to be Purchased

      	
      
       

	
      
       
	
      
       
	
      
       
	
      
       

	
      
      THE PRUDENTIAL
      INSURANCE COMPANY OF 
      AMERICA

      
      
       
	
      
       
	
      
       
	
      
       

	
      
      
      (1)     All payments by wire transfer of immediately available funds for
      credit to:

      
       

      
      
                Account No. 890-0304-391

      
       

      
      
                Bank of 
      New York

      
      
                New
      York, New York

      
      
                (ABA
      No.: 021-000-018)

      
       

      
      
                Each such wire transfer shall set forth the name of the Company,
      a reference to "5.75% Senior Secured Note due 
      June 17, 2011, PPN
      _________ in the original principal amount of $_________", and the due
      date and application (as among principal, interest and Make-Whole Amount)
      of the payment being made.

      
       
	
      
       
	
      
      
      $71,363,000
	
      
       

	
      
      
      (2)     Address for all notices relating to payments:

      
       

      
      The
      Prudential Insurance Company of 
      America

      
      c/o
      Investment Operations Group

      
      
      Gateway
      Center Two, 10th Floor

      
      100
      Mulberry Street

      
      
      Newark, New
      Jersey 07102

      
      
      Attention:    Manager, 
      Billings and Collections

      
      
      Telecopier:  973.802.8764

      
       
	
      
       
	
      
       
	
      
       

	
      
      
      (3)     Address for all communications and notices (including copies of
      all notices relating to payments):

      
       

      
      The
      Prudential Insurance Company of 
      America

      
      c/o
      Prudential Capital Group

      
      1114
      Avenue of the 
      Americas, 30th Floor

      
      New
      York, NY
      10036

      
      
      Attention:    Managing Director

      
      
      Telecopier:  212.626.2077

      
       
	
      
       
	
      
       
	
      
       

	
      
      
      (4)     Recipient of telephonic prepayment notices:

      
       

      
      
      Manager, Trade Management Group

      
      
      Telephone:  973.802.6009

      
      
      Telecopier:  973.802.9425

      
       
	
      
       
	
      
       
	
      
       

	
      
      
      (5)     Tax Identification No.: 22-1211670
	
      
       
	
      
       
	
      
       



  
   

   



  
  
  SCHEDULE A (CONTINUED)

  
    INFORMATION RELATING TO
  PURCHASERS

   

  	
      
      Name
      and Address of Purchaser
	
      
       
	
      
      
      Aggregate Principal Amount of

      Notes to be Purchased

      	
      
       

	
      
       
	
      
       
	
      
       
	
      
       

	
      
      PRUCO LIFE INSURANCE
      COMPANY

      
      
       
	
      
       
	
      
       
	
      
       

	
      
      
      (1)     All payments by wire transfer of immediately available funds for
      credit to:

      
       

      
      
                Account No. 890-0304-421

      
       

      
      
                Bank of 
      New York

      
      
                New
      York, New York

      
      
                (ABA
      No.: 021-000-018)

      
       

      
      
                Each such wire transfer shall set forth the name of the Company,
      a reference to "5.75% Senior Secured Note due 
      June 17, 2011, PPN
      _________ in the original principal amount of $_________", and the due
      date and application (as among principal, interest and Make-Whole Amount)
      of the payment being made.

      
       
	
      
       
	
      
      
      $3,637,000
	
      
       

	
      
      
      (2)     Address for all notices relating to payments:

      
       

      
      
      Pruco Life Insurance Company

      
      c/o
      The Prudential Insurance Company of 
      America

      
      c/o
      Investment Operations Group

      
      
      Gateway
      Center Two, 10th Floor

      
      100
      Mulberry Street

      
      
      Newark, New
      Jersey 07102

      
      
      Attention:    Manager, 
      Billings and Collections

      
      
      Telecopier:  973.802.8764

      
       
	
      
       
	
      
       
	
      
       

	
      
      
      (3)     Address for all communications and notices (including copies of
      all notices relating to payments):

      
       

      
      
      Pruco Life Insurance Company

      
      c/o
      The Prudential Insurance Company of 
      America

      
      c/o
      Prudential Capital Group

      
      1114
      Avenue of the 
      Americas, 30th Floor

      
      New
      York, NY
      10036

      
      
      Attention:    Managing Director

      
      
      Telecopier:  212.626.2077

      
       
	
      
       
	
      
       
	
      
       

	
      
      
      (4)     Recipient of telephonic prepayment notices:

      
       

      
      
      Manager, Trade Management Group

      
      
      Telephone:  973.802.6009

      
      
      Telecopier:  973.802.9425

      
       
	
      
       
	
      
       
	
      
       

	
      
      
      (5)     Tax Identification No.: 22-1944557
	
      
       
	
      
       
	
      
       



  
   



  
  
  SCHEDULE B

  
   

  
  
  DEFINED TERMS 

  
           
  As used herein, the following terms have the
  respective meanings set forth below or set forth in the Section hereof
  following such term:

  
           
  "Adjusted
  Debt" means, at a particular date, without duplication, (a) all
  indebtedness of a Person for borrowed money or for the deferred purchase price
  of property, whether short term or long term, (b) the face amount of all
  letters of credit issued for the account of such Person and, without
  duplication, all drafts drawn thereunder and not repaid by such Person, and
  (c) lease obligations of such Person which, in accordance with GAAP, should be
  capitalized; provided, in no
  event shall Adjusted Debt include any guaranties or other contingent
  obligations.

  
           
  "Affiliate"
  means with respect to a specified Person, any (a) Person who now or hereafter
  has Control of or is now or hereafter under common Control with, such Person
  or over whom or over which such Person now or hereafter has Control, (b) any
  Person who is now or hereafter related by blood, by adoption or by marriage to
  any such Person or now or hereafter resides in the same home as any Person
  referred to in clause (a) of this sentence, (c) any Person who is now or
  hereafter an officer of such Person or (d) any Person who is now or hereafter
  related by blood, by adoption or by marriage to any Person referred to in
  clause (c) of this sentence or now or hereafter resides in the same home as
  any such Person or over whom or over which any such Person now or hereafter
  has Control.

  
  
           
  "Business
  Day"
  means any day other than a Saturday, a Sunday or a day on which commercial
  banks in New York, New York are required or authorized to be closed.

  
  
           
  "Cancellation
  Date"
  is defined in Section 2.

  
  
           
  "Cancellation
  Fee"
  means, with respect to the Initial Notes, the Initial Cancellation Fee, with
  respect to the Subsequent Notes, the Subsequent Cancellation Fee, with respect
  to the Second Subsequent Notes, the Second Subsequent Cancellation Fee, with
  respect to the Third Subsequent Notes, the Third Subsequent Cancellation Fee
  and, with respect to the Final Subsequent Notes, the Final Subsequent
  Cancellation Fee, as applicable

  
           
  "Capital
  Expenditure"
  means the dollar amount of gross expenditures (including obligations under
  capital leases) made for fixed assets, real property, plant and equipment, and
  all renewals, improvements and replacements thereto (but not repairs thereof)
  incurred for any period.

  
  
           
  "Capital
  Lease"
  means, at any time, a lease with respect to which the lessee is required
  concurrently to recognize the acquisition of an asset and the incurrence of a
  liability in accordance with GAAP.

  
           
  "Cash
  Flow" means, for
  any period, the sum of (i) Earnings before Interest and Taxes, 
  plus (ii) depreciation and
  amortization expenses and all other non-cash charges which were deducted in
  determining Earnings before Interest and Taxes.

  
           
  "Change
  of Control" means any Person or related Persons (other than
  members of the Kenneth Lipke family, their heirs or estates or trusts for the
  benefit of members of the Kenneth Lipke family) shall own 50% or more of
  outstanding capital stock of the Company or a sufficient number of the shares
  of the outstanding capital stock of the Company to elect a majority of the
  Company's board of directors.

  
  
           
  "Closing
  Day" means, with
  respect to the Initial Notes, the Subsequent Notes, the Second Subsequent
  Notes, the Third Subsequent Notes or the Final Subsequent Notes, the Business
  Day specified for the purchase and sale of such Notes in the Notice of
  Issuance of such Notes; provided that (i) if the company and Purchasers agree
  on an earlier Business Day for such closing, the "Closing Day" for such Notes
  shall be such earlier Business Day and (ii) if the closing of the purchase and
  sale of such Notes is rescheduled pursuant to Section 2E(2), the Closing Day
  for such Notes, for all purposes of this Agreement except references to
  Section 2F(1) and in the definitions of the Delayed Delivery Fee shall mean
  the Rescheduled Closing Day for such Notes.

  
  
           
  "Code"
  means the Internal Revenue Code of 1986, as amended from time to time, and the
  rules and regulations promulgated thereunder from time to time.

  
           
  "Collateral"
  is defined in the Security Agreements.

  
           
  "Collateral
  Agent" means JP Morgan Chase Bank, as Collateral Agent, under
  the Security Agreements on behalf of the Secured Lender Group, and any
  successor Collateral Agent.

  
           
  "Collateral
  Documents" means,
  collectively, the Guaranty Agreements and the Security Agreements.

  
  
           
  "Company"
  means Gibraltar Steel Corporation of New York, a Delaware corporation, and its
  successors and permitted assigns.

  
  
          
  "Confidential
  Information"
  is defined in Section 20.

  
           
  "Consolidated"
  or "Parent on a
  Consolidated basis" means the consolidation of the accounts of
  Parent and its Subsidiaries in accordance with GAAP, including principles of
  consolidation, consistent with those applied in the preparation of Parent's
  Consolidated audited financial statements.

  
           
  "Consolidated
  Cash Equivalents" means (i) marketable securities issued or
  directly and unconditionally guaranteed by the United States Government or
  issued by any agency thereof and backed by the full faith and credit of the
  United States, in each case maturing within one year from the date of
  acquisition thereof; (ii) marketable direct obligations issued by any state of
  the United States of America or any political subdivision of any such state or
  any public instrumentality thereof maturing within one year from the date of
  acquisition thereof and, at the time of acquisition, having a rating of A or
  better or its equivalent from any nationally recognized rating agency; (iii)
  commercial paper maturing no more than 180 days from the date of creation
  thereof and, at the time of acquisition, having a rating of at least A-1 or
  P-1 or its equivalent from any nationally recognized rating  agency; (iv)
  certificates of deposit, time deposits or bankers' acceptances maturing within
  one year from the date of acquisition thereof and, at the time of acquisition,
  issued by any Lender or any commercial bank organized under the laws of the
  United States of America or any state thereof or the District of Columbia
  having unimpaired capital and surplus of not less than $500,000,000; and (v)
  money market funds rated AA or AAm-G or higher (or any equivalent rating) by
  any nationally recognized rating agency with same day liquidity and
  non-fluctuating net asset value.

  
           
  "Control" means (i) the power to vote 5% or more of the outstanding shares of
  any class of stock of a Person which is a corporation, (ii) the beneficial
  ownership of 5% or more of the outstanding shares of any class of stock of a
  Person which is a corporation or (iii) the power to direct or cause the
  direction of the management and policies of a Person which is not a
  corporation, whether by ownership of any stock or other ownership interest, by
  agreement or otherwise, in each case by or on behalf of a single Person or
  group of Persons acting as a group for the purposes of filing Form 13-D with
  the Securities and Exchange Commission.

  
  
           
  "Credit
  Agreement" means that certain Fourth Amended and Restated Senior
  Secured Credit Agreement dated June 28, 2002 among Parent, the Company, JP
  Morgan Chase Bank, as Administrative Agent and each of the Banks a party
  thereto, as it may be amended, modified or supplemented from time to time.

  
  
           
  "Default"
  means an event or condition the occurrence or existence of which would, with
  the lapse of time or the giving of notice or both, become an Event of Default.

  
  
           
  "Default
  Rate"
  means that rate of interest that is the greater of (i) 2% per annum above the
  rate of interest stated in clause (a) of the first paragraph of the Notes or
  (ii) 2% over the rate of interest publicly announced by Bank of New York in
  New York, New York as its "base" or "prime" rate.

  
  
           
  "Delayed
  Delivery Fee"
  means, with respect to the Initial Notes, the Initial Delayed Delivery Fee,
  with respect to the Subsequent Notes, the Subsequent Delayed Delivery Fee,
  with respect to the Second Subsequent Notes, the Second Subsequent Delayed
  Delivery Fee, with respect to the Third Subsequent Notes, the Third Subsequent
  Delayed Delivery Fee and, with respect to the Final Subsequent Notes, the
  Final Subsequent Delayed Delivery Fee, as applicable.

  
           
  "Earnings
  before Interest and Taxes" means for any period, the income of an entity for such period prior
  to the deduction of any provisions for income taxes, reserves (including
  reserves for deferred income taxes) and interest payable on Indebtedness,
  determined in accordance with GAAP.

  
          
  "EBITDA"
  means for any period, Earnings before Interest and Taxes 
  plus Depreciation and
  Amortization. For the purposes of calculating EBITDA, (i) upon the
  consummation of a permitted acquisition, up to 12 month historical EBITDA of
  the acquired entity shall be included in the calculation of the ratios set
  forth in Sections 10.15 and 10.16 of this Agreement, subject to the Collateral
  Agent's review and written approval, in its discretion, of such acquired
  entity's financial information; provided,
  however, such historical EBITDA shall only be included in the
  calculation of Senior Funded Debt in Section 10.15 and Adjusted Debt in
  Section 10.16 if the applicable acquired entity's EBITDA is not included in
  the Consolidated EBITDA of the Company for the applicable month and (ii) upon
  the consummation of any disposition of any entity contributing $5,000,000 or
  more to EBITDA, the prior 12 months EBITDA of such entity shall be excluded
  from the calculation of the ratios set forth in Section 10.15 and 10.16 of
  this Agreement.

  
           
  "Environment" means any water or water vapor; any land including land surface or
  subsurface, air, fish, wildlife, biota and all other natural resources.

  
  
           
  "Environmental
  Laws"
  means any and all Federal, state, local, and foreign statutes, laws,
  regulations, ordinances, rules, judgments, orders, decrees, permits,
  concessions, grants, franchises, licenses, agreements or governmental
  restrictions relating to pollution and the protection of the environment or
  the Release of any materials into the environment, including but not limited
  to those related to Hazardous Substances, air emissions and discharges to
  waste or public systems.

  
           
  "Environmental
  Permits" means
  all permits, licenses, approvals, authorizations, consents or registrations
  required by any applicable Environmental Law in connection with ownership,
  lease, purchase, transfer, closure, use and/or operation of any property for
  the storage, treatment, generation, transportation, processing, handling,
  production or disposal of Hazardous Substances or the sale, transfer or
  conveyance of any such property.

  
           
  "Equity
  Interests" means
  shares of capital stock, partnership interests, membership interests in a
  limited liability company, beneficial interests in a Person, and any warrants,
  options or other rights entitling the holder thereof to purchase or acquire
  any such equity interest.

  
  
           
  "ERISA"
  means the Employee Retirement Income Security Act of 1974, as amended from
  time to time, and the rules and regulations promulgated thereunder from time
  to time in effect. 

  
  
           
  "ERISA
  Affiliate"
  means any trade or business  (whether or not incorporated) that is treated as
  a single employer together with Parent or the Company under section 414 of the
  Code.

           
  "Event
  of Default"
  is defined in Section 11.

  
  
           
  "Exchange
  Act"
  means the Securities Exchange Act of 1934, as amended.

  
  
           
  "Existing
  Note Agreement"
  means the Note Purchase Agreement, dated as of July 3, 2002, among the
  Company, Parent and The Prudential Insurance Company of America, as it may be
  amended, modified, restated or supplemented from time to time in accordance
  with its terms.

  
           
  "Expansion" means the formation by Parent, the Company or any of their
  Subsidiaries of an entity which is a Subsidiary or an Affiliate.

  
  
           
  "Facility"
  is defined in Section 2.

  
  
           
  "Final
  Cancellation Date"
  means the Cancellation Date applicable to the Final Notes.

  
  
           
  "Final
  Cancellation Fee"
  means the amount calculated as follows:

  
  Price
  Increase x Full Price where: 

   

  
  Price
  Increase
  means the excess, if any, of the ask price of the Hedge Treasury Note(s) as
  determined by Prudential on the Final Cancellation Date over the bid price of
  the Hedge Treasury Note(s) as determined by Prudential on the Rate Lock Date,
  divided by such bid price.  Each price will be based on a Treasury Note having
  a par value of $100 and will be rounded to the second decimal place; and

  
  

   Full
  Price means
  the principal amount of the Final Notes for which the rate was fixed on the
  Rate Lock Date.

  
  
           
  "Final
  Delayed Delivery Fee"
  means the amount calculated as follows:

  
  (BEY -
  MMY) x DTS/360 x Full Price; where:

   

  BEY means the bond equivalent yield of the Final Notes;

  
  

   DTS,
  or Days to Settlement, means the number of days from (a) the date that is 497
  days after the Rate Lock Date, to (b) the date on which the Final Delayed
  Delivery Fee is to be paid pursuant to the terms of this Agreement;

  
  

   MMY,
  or Money Market Yield, means the yield of an alternative investment selected
  by Prudential on the date Prudential receives notice of a delay in the Closing
  Day of the Final Notes financing as provided in Section 2E(2) having a
  maturity date approximately equal to the rescheduled original Closing Day (a
  new alternative investment will be selected each time such Closing Day is
  delayed); and

  
  

   Full
  Price means
  the principal amount of the Final Notes for which the rate was fixed on the
  Rate Lock Date.

  
  
           
  "Final Subsequent Issuance Period"
  is defined in Section 2.

  
  
           
  "Final Subsequent Notes"
  is defined in Section 2.

  
  
            "GAAP" means of the date of any determination, generally accepted
  accounting principles as promulgated by the Financial Accounting Standards
  Board and/or the American Institute of Certified Public Accountants,
  consistently applied and maintained throughout the relevant periods and from
  period to period.

  
  
           
  "Governmental
  Authority"
  means

  
  

          
  (a)     the government of

  

                    (i)     the United States of America or any State or other political
  subdivision thereof, or

  
  

                   
  (ii)    any jurisdiction in which the Company or any Subsidiary conducts
  all or any part of its business, or which asserts jurisdiction over any
  properties of the Company or any Subsidiary, or

  

         
  (b)     any entity exercising executive,
  legislative, judicial, regulatory or administrative functions of, or
  pertaining to, any such government.

  
  
           
  "Guarantee"
  means, with respect to any Person, any obligation (except the endorsement in
  the ordinary course of business of negotiable instruments for deposit or
  collection) of such Person guaranteeing or in effect guaranteeing any
  indebtedness, dividend or other obligation of any other Person in any manner,
  whether directly or indirectly, including (without limitation) obligations
  incurred through an agreement, contingent or otherwise, by such Person:

  
  

         
  (a)     to purchase such indebtedness or obligation or any property
  constituting security therefor;

  

         
  (b)     to advance or supply funds (i) for the purchase or payment of such
  indebtedness or obligation, or (ii) to maintain any working capital or other
  balance sheet condition or any income statement condition of any other Person
  or otherwise to advance or make available funds for the purchase or payment of
  such indebtedness or obligation;

  

         
  (c)     to lease properties or to purchase properties or services primarily
  for the purpose of assuring the owner of such indebtedness or obligation of
  the ability of any other Person to make payment of the indebtedness or
  obligation; or

  

         
  (d)     otherwise to assure the owner of such indebtedness or obligation
  against loss in respect thereof.

  
  In any computation of the indebtedness or
  other liabilities of the obligor under any Guarantee, the indebtedness or
  other obligations that are the subject of such Guarantee shall be assumed to
  be direct obligations of such obligor.

  
           
  "Guaranty
  Agreement" and,
  collectively, "Guaranty
  Agreements" means each Guarantee executed and delivered by each
  of Parent and each of its Subsidiaries, other than the Company substantially
  in the form of Exhibit B-1 hereto, as it may be amended, modified or
  supplemented from time to time.

  
  
           
  "Hazardous
  Material"
  means any and all pollutants, toxic or hazardous wastes or any other
  substances that might pose a hazard to health or safety, the removal of which
  may be required or the generation, manufacture, refining, production,
  processing, treatment, storage, handling, transportation, transfer, use,
  disposal, Release, discharge, spillage, seepage, or filtration of which is or
  shall be restricted, prohibited or penalized by any applicable law (including,
  without limitation, asbestos, urea formaldehyde foam insulation and
  polycholorinated biphenyls).

  
           
  "Hazardous
  Substance" means, without limitation, any flammable explosives,
  radon, radioactive materials, asbestos, urea formaldehyde foam insulation,
  polychlorinated biphenyls, petroleum and petroleum based products, methane,
  hazardous materials, hazardous wastes, hazardous or toxic substances or
  related materials as defined in the Comprehensive Environmental Response,
  Compensation and Liability Act of 1980, as amended, (42 U.S.C. Section 9601,
  et seq.), the Hazardous Materials Transportation Act, as amended (49 U.S.C.
  Sections 1801, et seq.), the Resource Conservation and Recovery Act, as
  amended (42 U.S.C. Sections 6901, et seq.), the Toxic Substances Control Act,
  as amended, (15 U.S.C. Sections 2601, et seq.), Articles 15 and 27 of the New
  York State Environmental Conservation Law or any other applicable
  Environmental Law and in the regulations promulgated thereunder.

  
           
  "Hedge
  Treasury Note(s)" means the Treasury Note(s) designated by
  Prudential on the Rate Lock Date as the Treasury Note(s) which has/have a
  duration that is closest to the duration of the Notes.  The price and/or yield
  of the Hedge Treasury Note(s) will be determined by Prudential by reference to
  such price and/or yield as reported by TradeWeb LLC (or, if such data for any
  reason ceases to be available through TradeWeb LLC, any publicly available
  source of similar market data), on the date of determination.

  
  
           
  "Holder"
  means, with respect to any Note, the Person in whose name such Note is
  registered in the register maintained by the Company pursuant to Section 13.1.

  
  
           
  "Indebtedness"
  with respect to any Person means, at any time, without duplication,

  
  
  (a)        its liabilities for borrowed money and its redemption obligations
  in respect of mandatorily redeemable Preferred Stock;

  
  
  (b)        its liabilities for the deferred purchase price of property
  acquired by such Person (excluding accounts payable arising in the ordinary
  course of business but including all liabilities created or arising under any
  conditional sale or other title retention agreement with respect to any such
  property);

  
  
  (c)        all liabilities appearing on its balance sheet in accordance with
  GAAP in respect of Capital Leases;

  
  
  (d)        all liabilities for borrowed money secured by any Lien with respect
  to any property owned by such Person (whether or not it has assumed or
  otherwise become liable for such liabilities);

  
  
  (e)        all its liabilities in respect of letters of credit or instruments
  serving a similar function issued or accepted for its account by banks and
  other financial institutions (whether or not representing obligations for
  borrowed money);

  
  
  (f)         Swap Agreement of such Person; and

  
  
  (g)        any Guarantee of such Person with respect to liabilities of a type
  described in any of clauses (a) through (f) hereof.  

  
  Indebtedness of any Person shall include all
  obligations of such Person of the character described in clauses (a) through
  (g) to the extent such Person remains legally liable in respect thereof
  notwithstanding that any such obligation is deemed to be extinguished under
  GAAP.

  
  
           
  "Initial
  Cancellation Date"
  means the Cancellation Date applicable to the Initial Notes.

  
  
           
  "Initial
  Cancellation Fee"
  means the amount calculated as follows:

  
  Price
  Increase x Full Price where: 

   

  
  Price
  Increase
  means the excess, if any, of the ask price of the Hedge Treasury Note(s) as
  determined by Prudential on the Initial Cancellation Date over the bid price
  of the Hedge Treasury Note(s) as determined by Prudential on the Rate Lock
  Date, divided by such bid price.  Each price will be based on a Treasury Note
  having a par value of $100 and will be rounded to the second decimal place;
  and

  
   Full
  Price means
  the principal amount of all Notes for which the rate was fixed on the Rate
  Lock Date.

  
  
           
  "Initial
  Delayed Delivery Fee"
  means the amount calculated as follows:

  
  (BEY -
  MMY) x DTS/360 x Full Price; where:

   

  
  BEY
  means the bond equivalent yield of the Notes;

  
   DTS,
  or Days to Settlement, means the number of days from (a) the date that is 42
  days after the Rate Lock Date, to (b) the date on which the Initial Delayed
  Delivery Fee is to be paid pursuant to this Agreement;

  
   MMY,
  or Money Market Yield, means the yield of an alternative investment selected
  by Prudential on the date Prudential receives notice of a delay in the Closing
  Day of the Initial Note financing as provided in Section 2E(2) having a
  maturity date approximately equal to the rescheduled original Closing Day (a
  new alternative investment will be selected each time such Closing Day is
  delayed); and

  
   Full
  Price means
  the principal amount of the Initial Notes for which the rate was fixed on the
  Rate Lock Date.

  
  
           
  "Initial
  Issuance Period"
  is defined in Section 2.

  
  
           
  "Initial
  Notes"
  is defined in Section 2.

  
  
           
  "Institutional
  Investor"
  means  (a) any original purchaser of a Note, (b) any holder of a Note holding
  more than 5% of the aggregate principal amount of the Notes then outstanding,
  and (c) any bank, trust company, savings and loan association or other
  financial institution, any pension plan, any investment company, any
  investment fund or similar vehicle, any insurance company, any broker or
  dealer, or any other similar financial institution or entity, regardless of
  legal form.

  
           
  "Intercreditor
  Agreement" means that certain Amended and Restated
  Intercreditor Agreement dated as of even date herewith among the Secured
  Lender Group, as it may be amended, modified, restated or supplemented from
  time to time in accordance with its terms.

  
  
           
  "Issuance
  Period"
  is defined in Section 2.

  
           
  "Lien" means any mortgage, deed of trust, pledge, hypothecation,
  assignment, security interest, lien, charge or encumbrance, or preference,
  priority or other security agreement or preferential arrangement in respect of
  any asset of any kind or nature whatsoever (including, without limitation, any
  conditional sale or other title retention agreement, any financing lease
  having substantially the same economic effect as any of the foregoing, and the
  filing of, or agreement to give, any financing statement under the Uniform
  Commercial Code or comparable law of any jurisdiction).

  
  
           
  "Make-Whole
  Amount"
  is defined in Section 8.6.

  
  
           
  "Material"
  means material in relation to the business, operations, affairs, financial
  condition, assets, properties, or prospects of Parent and its Subsidiaries
  taken as a whole.

  
  
           
  "Material
  Adverse Effect"
  means a material adverse effect on (a) the business, operations, affairs,
  financial condition, assets or properties of Parent and its Subsidiaries taken
  as a whole, or (b) the validity or enforceability of this Agreement or the
  Notes or any other Related Document, or (c) the ability of Parent, the Company
  or any Subsidiary Guarantor to perform its obligations under any Related
  Document to which it is a party.

  
  
           
  "Maximum
  Amount" is defined
  in Section 1.

  
  
           
  "Multiemployer
  Plan"
  means any Plan that is a "multiemployer plan" (as such term is defined in
  section 4001(a)(3) of ERISA).

  
           
  "Net
  Worth" means, at
  a particular date, all amounts which would be included under shareholders'
  equity on a balance sheet of an entity, determined in accordance with GAAP.

  
  
           
  "Notes"
  is defined in Section 1.

  
  
           
  "Notice
  of Issuance"
  is defined in Section 2.

  
  
           
  "OFAC" is defined in Section 5.23.

  
  
           
  "Officer's
  Certificate"
  means a certificate of a Senior Financial Officer or of any other officer of
  Parent and/or the Company, as applicable, whose responsibilities extend to the
  subject matter of such certificate.

  
  
           
  "Other
  Lists" is defined in Section 5.23.

  
  
           
  "PBGC"
  means the Pension Benefit Guaranty Corporation referred to and defined in
  ERISA or any successor thereto.

  
           
  "Permitted
  Encumbrances"
  means as listed on Schedule 6.4 of this Agreement.

  
           
  "Permitted
  Subordinated Debt" means each of the promissory notes issued under the Subordinated Note
  Agreement in an aggregate principal amount not to exceed $25,000,000.

  
           
  "Person" means any individual, corporation, partnership, limited liability
  company, joint venture, trust, unincorporated association, government or
  political subdivision or other entity, body, organization or group.

  
  
           
  "Plan"
  means an "employee benefit plan" (as defined in section 3(3) of ERISA) that is
  or, within the preceding five years, has been established or maintained, or to
  which contributions are or, within the preceding five years, have been made or
  required to be made, by the Company or any ERISA Affiliate or with respect to
  which the Company or any ERISA Affiliate may have any liability.

  
  
           
  "Preferred
  Stock"
  means any class of capital stock of a corporation that is preferred over any
  other class of capital stock of such corporation as to the payment of
  dividends or the payment of any amount upon liquidation or dissolution of such
  corporation.

  
  
           
  "Property"
  or 
  "Properties"
  means, unless otherwise specifically limited, real or personal property of any
  kind, tangible or intangible, choate or inchoate.

  
  
           
  "Prudential"
  shall mean Prudential Investment Management, Inc.

  
           
  "Prudential
  Affiliate" shall
  mean (i) any corporation or other entity controlling, controlled by, or under
  common control with, Prudential and (ii) any managed account or investment
  fund which is managed by Prudential or a Prudential Affiliate described in
  clause (i) of this definition.  For purposes of this definition the terms
  "control", "controlling" and "controlled" shall mean the ownership, directly
  or through subsidiaries of a majority of a corporation's or other Person's
  voting stock or equivalent voting securities or interests.  

  
  
            "Purchaser" and 
  "Purchasers" are defined in Section 1.

  
  
           
  "Rate
  Lock Date"
  means May 6, 2004.

  
            "Related
  Documents" means this Agreement, any Note, any Collateral
  Document, the Intercreditor Agreement and any other document, certificate or
  other writing executed in connection with any of the foregoing.

  
           
  "Release" means the same meaning as given to that term in the Comprehensive
  Environmental Response, Compensation and Liability Act of 1980, as amended (42
  U.S.C. section 9601, et seq.), and the regulations promulgated thereunder.

  
           
  "Reportable
  Event" means any
  event with regard to a Plan described in section 4043(b) of ERISA or in
  regulations issued thereunder.

  
  
          
  "Required
  Holders"
  means, at any time, the Holders of at least 50% in principal amount of the
  Notes at the time outstanding (exclusive of Notes then owned by Parent, the
  Company or any Affiliates of either).

  
  
            
  "Rescheduled
  Closing Day"
  is defined in Section 2.

  
  
  
            "Responsible
  Officer"
  means any Senior Financial Officer and any other officer of Parent and/or the
  Company, as the case may be, with responsibility for the administration of the
  relevant portion of this Agreement.

  
           
  "SDN
  List" is defined in Section 5.23.

  
  
           
  "Second
  Subsequent Cancellation Date"
  means the Cancellation Date applicable to the Second Subsequent Notes.

  
  
           
  "Second
  Subsequent Cancellation Fee"
  means the amount calculated as follows:

  
  Price
  Increase x Full Price where:

   

  
  Price
  Increase
  means the excess, if any, of the ask price of the Hedge Treasury Note(s) as
  determined by Prudential on the Second Subsequent Cancellation Date over the
  bid price of the Hedge Treasury Note(s) as determined by Prudential on the
  Rate Lock Date, divided by such bid price.  Each price will be based on a
  Treasury Note having a par value of $100 and will be rounded to the second
  decimal place; and

  
   Full
  Price means
  the principal amount of the Second Subsequent Notes for which the rate was
  fixed on the Rate Lock Date.

  
            
  "Second
  Subsequent Delayed Delivery Fee" means the amount
  calculated as follows:

 

  
  (BEY -
  MMY) x DTS/360 x Full Price; where:

   

  
  BEY
  means the bond equivalent yield of the Second Subsequent Notes;

  
  

  
  DTS,
  or Days to Settlement, means the number of days from (a) the date that is 186
  days after the Rate Lock Date, to (b) the date on which the Second Subsequent
  Delayed Delivery Fee is to be paid pursuant to the terms of this Agreement;

  
  

  MMY,
  or Money Market Yield, means the yield of an alternative investment selected
  by Prudential on the date Prudential receives notice of a delay in the closing
  of the Second Subsequent Notes financing as provided in Section 2E(2) having a
  maturity date approximately equal to the rescheduled original Closing Day (a
  new alternative investment will be selected each time such Closing Day is
  delayed); and

  

  
  Full
  Price means
  the principal amount of the Second Subsequent Notes for which the rate was
  fixed.

  
  
           
  "Second
  Subsequent Issuance Period"
  is defined in Section 2.

  
  
           
  "Second
  Subsequent Notes"
  is defined in Section 2.

  
           
  "Secured
  Lender Group" means the Collateral Agent, any lender under the
  Credit Agreement, any "Holder" under the Existing Note Agreement and any
  Holder.

  
  
           
  "Securities
  Act"
  means the Securities Act of 1933, as amended from time to time.

  
           
  "Security Agreement Amendments"
  means, collectively, amendments to the Security Agreements existing on the
  date hereof, in form and substance satisfactory to Purchasers, providing that
  the Notes are secured under such Security Agreements on the date hereof on the
  same basis as the notes issued pursuant to the Existing Note Agreement.

  
           
  "Security
  Agreements" means collectively, each Security Agreement
  executed by Parent or any Subsidiary Guarantor in favor of the Collateral
  Agent on behalf of the Secured Lender Group, prior to the date hereof, as
  amended pursuant to the Security Agreement Amendments, and each additional
  Security Agreement executed by Parent or any Subsidiary Guarantor in favor of
  the Collateral Agent on behalf of the Secured Lender Group, in substantially
  the form of Exhibit B-2 hereto, as each of the foregoing may be amended,
  modified or supplemented from time to time in accordance with its terms.

  
           
  "Security
  Interests" means
  a Lien granted to the Collateral Agent on behalf of the Secured Lender Group
  in Accounts, Inventory, Equipment, Investment Property, Documents,
  Instruments, General Intangibles, Chattel Paper, Letter of Credit Rights,
  Deposit Account and Fixtures, whether now owned or existing or hereafter
  acquired or arising wherever located, of the Parent and each Subsidiary
  Guarantor and any and all supporting obligations therefor and all products and
  procedures thereof.

  
  
           
  "Senior
  Financial Officer"
  means the chief financial officer, principal accounting officer, treasurer or
  comptroller of the Company.

  
           
  "Senior
  Funded Debt" means (i) Indebtedness for borrowed money
  exclusive of Subordinated Debt, less (ii) the sum of the Company's
  Consolidated cash and Consolidated Cash Equivalents over $1,000,000 and up to
  and including $8,000,000.

  
           
  "Subsequent
  Cancellation Date" means the Cancellation Date applicable to
  the Subsequent Note.

  
           
  "Subsequent
  Cancellation Fee" means the amount calculated as follows:

  
  Price
  Increase x Full Price where:

 

  
  Price
  Increase
  means the excess, if any, of the ask price of the Hedge Treasury Note(s) as
  determined by Prudential on the Subsequent Cancellation Date over the bid
  price of the Hedge Treasury Note(s) as determined by Prudential on the Rate
  Lock Date, divided by such bid price.  Each price will be based on a Treasury
  Note having a par value of $100 and will be rounded to the second decimal
  place; and

  
   Full
  Price means
  the principal amount of the Subsequent Notes for which the rate was fixed.

  
            
  "Subsequent
  Delayed Delivery Fee" means the amount calculated as follows:

  
   

  
  (BEY -
  MMY) x DTS/360 x Full Price; where:

  
  

  BEY
  means the bond equivalent yield of the Subsequent Notes;

  
  

  DTS,
  or Days to Settlement, means the number of days from (a) the date that is 174
  days after the Rate Lock Date, to (b) the date on which the Second Drawdown
  Delayed Delivery Fee is to be paid pursuant to the terms of this Agreement;

  
  

  MMY,
  or Money Market Yield, means the yield of an alternative investment selected
  by Prudential on the date Prudential receives notice of a delay in the Closing
  Day of the Subsequent Note financing as provided in Section 2E(2) having a
  maturity date approximately equal to the rescheduled original Closing Day (a
  new alternative investment will be selected each time such closing is
  delayed); and

  
  

  Full
  Price means
  the principal amount of the Subsequent Notes for which the rate was fixed on
  the Rate Lock Day.

  
  
           
  "Subsidiary"
  means, as to any Person, any corporation, association or other business entity
  in which such Person or one or more of its Subsidiaries or such Person and one
  or more of its Subsidiaries owns sufficient equity or voting interests to
  enable it or them (as a group) ordinarily, in the absence of contingencies, to
  elect a majority of the directors (or Persons performing similar functions) of
  such entity, and any partnership or joint venture if more than a 50% interest
  in the profits or capital thereof is owned by such Person or one or more of
  its Subsidiaries or such Person and one or more of its Subsidiaries (unless
  such partnership can and does ordinarily take major business actions without
  the prior approval of such Person or one or more of its Subsidiaries).  Unless
  the context otherwise clearly requires, any reference to a "Subsidiary" is a
  reference to a Subsidiary of Parent.

  
           
  "Subsidiary
  Guarantor" means each Subsidiary a party to a Guaranty
  Agreement.

  
           
  "Subordinated
  Debt" means
  Indebtedness of Parent, the Company or any Subsidiary which is subordinated,
  in form and content satisfactory to the Required Holders, to any and all
  Indebtedness owing to any of the Holders.

  
           
  "Subordinated
  Note Agreement" means that certain Subordinated Note Agreement,
  dated as of July 3, 2002, among Parent, the Company and The Prudential
  Insurance Company of America, as it may be amended, modified or supplemented
  from time to time in accordance with its terms.

  
  
           
  "Subsequent
  Issuance Period"
  is defined in Section 2.

  
  
  "Subsequent
  Notes"
  is defined in Section 2.

  
           
  "Swap
  Agreement" means any agreement with respect to any swap,
  forward, future or derivative transaction or option or similar agreement
  involving, or settled by reference to, one or more rates, currencies,
  commodities, equity or debt instruments or securities, or economic, financial
  or pricing indices or measures of economic, financial or pricing risk or value
  or any similar transaction or any combination of these transactions; 
  provided that no phantom stock or
  similar plan providing for payments only on account of services provided by
  current or former directors, officers, employees or consultants of Parent or
  the Subsidiaries shall be a Swap Agreement.

  
  
           
  "Third Subsequent Cancellation Date"
  means the Cancellation Date applicable to the Third Subsequent Note.

  
  
           
  "Third Subsequent Cancellation Fee"
  means the amount calculated as follows:

  
  Price
  Increase x Full Price where: 

 

  
  Price
  Increase
  means the excess, if any, of the ask price of the Hedge Treasury Note(s) as
  determined by Prudential on the Third Subsequent Cancellation Date over the
  bid price of the Hedge Treasury Note(s) as determined by Prudential on the
  Rate Lock Date, divided by such bid price.  Each price will be based on a
  Treasury Note having a par value of $100 and will be rounded to the second
  decimal place; and

  
  

  Full
  Price means
  the principal amount of the Third Subsequent Notes for which the rate was
  fixed.

  
            
  "Third
  Subsequent Delayed Delivery Fee" means the amount calculated as
  follows:

  
  (BEY -
  MMY) x DTS/360 x Full Price; where:            
  

  
  

  BEY
  means the bond equivalent yield of the Third Subsequent Notes;

  
  

  DTS,
  or Days to Settlement, means the number of days from (a) the date that is 257
  days after the Rate Lock Date, to (b) the date on which the Third Subsequent
  Delayed Delivery Fee is to be paid pursuant to the terms of this Agreement;

  
  

  MMY,
  or Money Market Yield, means the yield of an alternative investment selected
  by Prudential on the date Prudential receives notice of a delay in the Closing
  Day of the Third Subsequent Note financing as provided in Section 2E(2) having
  a maturity date approximately equal to the rescheduled original Closing Day (a
  new alternative investment will be selected each time such closing is
  delayed); and

  

  
  Full
  Price means
  the principal amount of the Third Subsequent Notes for which the rate was
  fixed.

  
           
  "Third Subsequent Issuance Period"
  is defined in Section 2.

  
  
           
  "Third
  Subsequent Notes"
  is defined in Section 2.

  
           
  "Total
  Liabilities" means at a particular date, the sum, without
  duplication, of (a) all amounts which would be included as liabilities on a
  balance sheet of an entity at such date, determined in accordance with GAAP
  and (b) any Indebtedness of such entity.

  
  
           
  "Wholly-Owned
  Subsidiary"
  means, at any time, any Subsidiary one hundred percent (100%) of all of the
  equity interests (except directors' qualifying shares) and voting interests of
  which are owned by any one or more of the Company and the Company's other
  Wholly-Owned Subsidiaries at such time.



  
  
  EXHIBIT 1

  
    

  
  
  [FORM OF NOTE]

  
   THIS NOTE HAS NOT BEEN
  REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE
  OFFERED OR SOLD IN VIOLATION OF SUCH ACT.

 

  
  
  GIBRALTAR STEEL CORPORATION
  OF NEW YORK

  

  5.75%
  SENIOR SECURED NOTE DUE JUNE 17, 2011

  
   No.
  [_____]                                                                                                         
  _______ __, _____

  $____________                                                                                           
  PPN[______________]

  
           
  FOR VALUE RECEIVED, the undersigned, Gibraltar
  Steel Corporation of New York (herein called the
  "Company"),
  a corporation organized and existing under the laws of the State of New York,
  hereby promises to pay to _______________________, or registered assigns, the
  principal sum of ______________________ DOLLARS on June 17, 2011, with
  interest (computed on the basis of a 360-day year of twelve 30-day months)
  (a) on the unpaid balance thereof at the rate of 5.75% per annum from the date
  hereof, payable quarterly, on the 17th day of March, June, September and
  December in each year, commencing with the March, June, September and December
  next succeeding the date hereof, until the principal hereof shall have become
  due and payable, and (b) to the extent permitted by law on any overdue payment
  (including any overdue prepayment) of principal, any overdue payment of
  interest and any overdue payment of any Make-Whole Amount (as defined in the
  Note Purchase Agreement referred to below), payable quarterly as aforesaid
  (or, at the option of the registered holder hereof, on demand), at a rate per
  annum from time to time equal to the greater of (i) 5.75% or (ii) 2.0% over
  the rate of interest publicly announced by Bank of New York from time to time
  in New York, New York as its "base" or "prime" rate.

  
           
  Payments of principal of, interest on and any
  Make-Whole Amount with respect to this Note are to be made in lawful money of
  the United States of America at Bank of New York or at such other place as the
  holder of this Note shall have designated by written notice to the Company as
  provided in the Note Purchase Agreement referred to below.

  
           
  This Note is one the Senior Secured Notes
  (herein called the 
  "Notes")
  issued pursuant to that certain Note Purchase Agreement, dated as of June 17,
  2004 (as from time to time amended, modified, restated or supplemented the 
  "Note
  Purchase Agreement"),
  among Gibraltar Steel Corporation, the Company and the respective purchasers
  named therein and is entitled to the benefits thereof.  This Note is also
  entitled to the benefits of each Guaranty Agreement, each Security Agreement
  and each other Related Document, as each such term is defined in the Note
  Purchase Agreement.  Each holder of this Note will be deemed, by its
  acceptance hereof, (i) to have agreed to the confidentiality provisions set
  forth in Section 20 of the Note Purchase Agreement and (ii) to have made the
  representation set forth in Section 6.2 of the Note Purchase Agreement.

  
           
  This Note is a registered Note and, as
  provided in the Note Purchase Agreement, upon surrender of this Note for
  registration of transfer, duly endorsed, or accompanied by a written
  instrument of transfer duly executed, by the registered holder hereof or such
  holder's attorney duly authorized in writing, a new Note for a like principal
  amount will be issued to, and registered in the name of, the transferee. 
  Prior to due presentment for registration of transfer, the Company may treat
  the person in whose name this Note is registered as the owner hereof for the
  purpose of receiving payment and for all other purposes, and the Company will
  not be affected by any notice to the contrary.

  
           
  This Note is subject to optional prepayment,
  in whole or from time to time in part, at the times and on the terms specified
  in the Note Purchase Agreement, but not otherwise.

  
           
  If an Event of Default, as defined in the Note
  Purchase Agreement, occurs and is continuing, the principal of this Note may
  be declared or otherwise become due and payable in the manner, at the price
  (including any applicable Make-Whole Amount) and with the effect provided in
  the Note Purchase Agreement.

  
           
  This Note shall be construed and enforced in
  accordance with, and the rights of the parties shall be governed by, the law
  of the State of New York excluding choice-of-law principles of
  the law of such State that would require the application of the laws of a
  jurisdiction other than such State.

  
   

  
  
  GIBRALTAR STEEL CORPORATION OF NEW YORK

 

  
  By                                                       
  

                                                                                            Name:
  John E. Flint

                                                                                          Title: 
  President

   




EXHIBIT 2


 


 



[NOTICE OF ISSUANCE]

 To:       Prudential Investment Management, Inc.

 Date:  ___________ __, ____

             We refer to that certain Note
Purchase Agreement, dated as of June 17, 2004, among Gibraltar Steel
Corporation, the undersigned and the Purchasers party thereto (as amended,
modified or supplemented to date, the 
"Note Purchase Agreement")   Capitalized terms used herein and not defined herein shall have the
meanings assigned to them in the Note Purchase Agreement.  This is a Notice of
Issuance delivered pursuant to Section 2C of the Note Purchase Agreement.

             We hereby notify you that we intend
to issue and sell to Purchasers, and request that Purchasers purchase from us
[Initial Notes]
[Subsequent Notes] [Second Subsequent Notes] [Third Subsequent Notes]
[Final Subsequent Notes] in the
aggregate principal amount of $________ on
[specify Closing Day].

             The proceeds of such Notes shall be
used by us for the following general corporate purposes: 

_________________________.

             The proceeds of such Notes are to be
remitted by wire transfer of immediately available funds to the following
account:


                        Account # _____________

                        ______________
[Name of Bank] 

                        ______________
[Address of Bank]

                        ABA
#________________


            We hereby certify to you and
Purchasers that (i) the representations and warranties contained in Section 5 of
the Note Purchase Agreement are true and correct as of the date hereof (or, if
any such representation or warranty is expressly stated to be made as of a
specific date, as of such date) except to the extent of changes caused by
transactions contemplated in the Note Purchase Agreement and (ii) there exists
on the date hereof no Event of Default or Default.


 


GIBRALTAR
STEEL CORPORATION OF NEW YORK

 


By                                                       


                                                                                         Name:

                                                                                         Title: